<PAGE>
As filed with the Securities and Exchange Commission on June 21, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Group Maintenance America Corp.
(Exact name of Registrant as specified in its charter)
Texas 1711 76-0535259
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification No.)
of incorporation or Classification Code
organization) Number)
Randolph W. Bryant
Senior Vice President,
General Counsel and
Secretary
8 Greenway Plaza,
8 Greenway Plaza, Suite 1500 Suite 1500
Houston, Texas 77046 Houston, Texas 77046
(713) 860-0100 (713) 860-0100
(Address, including zip (Name, address, including
code and telephone zip code and
number, including area telephone number,
code, of Registrant's including area code,
principal executive of agent for service)
offices)
---------------
Copies to:
Gary W. Orloff
Bracewell & Patterson, L.L.P.
711 Louisiana Street , Suite 2900
Houston, Texas 77002-2781
Phone: (713) 221-1306
Telecopier: (713) 221-1197
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Proposed maximum
Title of Each Class of Amount to Proposed maximum aggregate
Securities to be be offering price offering Amount of
Registered registered per security(4) price(5) registration fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (shares)... 6,500,000 $13.375 $86,937,500(1) $24,169
- -------------------------------------
Warrants to Purchase
Common Stock (2)(3)....
- -------------------------------------
Subordinated Notes (3)..
- -------------------------------------
Preferred Stock (3).....
- -------------------------------------
Total.................. $13.375 $86,937,500(1) $24,169
==========================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c).
(2) Consists of warrants to purchase up to 2,000,000 shares of Common Stock
previously registered, and pursuant to Rule 457(g), no additional filing
fee is required.
(3) Pursuant to Rule 429, this Registration Statement contains a combined
prospectus that also relates to 1,717,312 shares of Common Stock, Warrants
to Purchase 2,000,000 shares of Common Stock upon exercise of the Warrants,
one or more series of Preferred Stock at aggregate offering prices not to
exceed $10 million and unsecured Subordinated Notes in one or more series
not to exceed $50 million in aggregate principal amount previously
registered on Form S-4, Registration No. 333-69533. The maximum aggregate
offering of securities covered by such combined prospectus (in addition to
the securities previously registered) is $86,937,500. Without limitation as
to class of securities, securities of the classes listed in the above table
may be offered pursuant to such combined prospectus at a maximum aggregate
offering price (or, in the case of Warrants to Purchase Common Stock,
offering price plus warrant exercise price) of $86,937,500.
(4) The proposed maximum aggregate offering price per security is equal to the
proposed maximum aggregate offering price divided by the number of shares
of Common Stock registered hereunder.
(5) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(o).
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to 1,717,312 shares
of Common Stock, Warrants to Purchase up to 2,000,000 shares of Common Stock
issuable upon exercise of the Warrants, one or more series of Preferred Stock
at aggregate offering prices not to exceed $10 million and unsecured
Subordinated Notes in one or more series not to exceed $50 million in aggregate
principal amount registered on Form S-4, Registration No. 333-69533, which was
declared effective on April 23, 1999 (the "Previously Registered Securities").
This Registration Statement constitutes Post-Effective Amendment No. 1 to such
Registration Statement, pursuant to which the total amount of unsold Previously
Registered Securities thereon, without limitation as to class of securities,
may be offered and sold as Common Stock, Warrants to Purchase Common Stock,
Preferred Stock and Subordinated Notes, through the use of the combined
Prospectus included herein. In the event such Previously Registered Securities
are offered and sold prior to the effective date of this Registration
Statement, the amount of such Previously Registered Securities so sold will not
be included in the prospectus hereunder.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this Prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission relating to these securities is effective. +
+This Prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any jurisdiction where the +
+offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 21, 1999
[Logo of GroupMac Appears Here]
Group Maintenance America Corp.
Subordinated Notes
Common Stock
Warrants to Purchase Common Stock
Preferred Stock
-----------
This prospectus covers the sale of several types of securities we may issue
in connection with the acquisition of other mechanical and electrical
contracting businesses. We may offer and issue from time to time:
. unsecured subordinated notes in one or more series not to exceed $50 million
in aggregate principal amount,
. 8,217,312 shares of common stock,
. warrants to purchase up to 2,000,000 shares of common stock issuable upon
exercise of the warrants, and
. one or more series of preferred stock at aggregate offering prices not to
exceed $10 million.
We currently plan to make additional acquisitions of the securities or assets
of mechanical and electrical contracting businesses. The number of shares of
common stock, the terms on which any shares are issued and the price and other
terms at which any notes, warrants and preferred stock are offered will be
determined by negotiations between us and representatives of the businesses we
acquire. Our common stock trades on the New York Stock Exchange under the
symbol "MAK."
This prospectus discusses the terms of the common stock and the terms common
to any notes, warrants and preferred stock we might issue. We will provide
specific terms of these securities in supplements to this prospectus. You
should read this prospectus and any prospectus supplement carefully before you
invest in any of these securities.
Investing in the notes involves risks which are described in the "Risk
Factors" section beginning on page 4 of this prospectus.
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
The date of this prospectus is , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus................................................. 2
Group Maintenance America Corp........................................ 3
Recent Developments................................................... 4
Risk Factors.......................................................... 5
Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and
Preferred Stock Dividends............................................ 11
Description of Notes.................................................. 12
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Description of Warrants............................................... 14
Description of Capital Stock.......................................... 15
Plan of Distribution.................................................. 18
Cautionary Statements Regarding Forward-Looking Statements............ 18
Where You Can Find More Information................................... 19
Experts............................................................... 20
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
over the next two years, offer and issue any combination of the securities
described in this prospectus in one or more offerings, so long as the aggregate
principal amount of the notes issued does not exceed $50 million, the aggregate
amount of the preferred stock issued does not exceed $10 million and the number
of shares of common stock issued does not exceed 8,217,312. This prospectus
provides you with a general description of the securities we may offer and
issue. Each time we issue securities, we will provide a prospectus supplement
that will contain specific information about the terms of that issuance. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
You should rely only on the information provided or incorporated by reference
in this prospectus and any prospectus supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in or incorporated by reference in this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of those documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
2
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GROUP MAINTENANCE AMERICA CORP.
Group Maintenance America Corp, or GroupMAC, is a leading nationwide provider
of mechanical and electrical services. We provide services to
commercial/industrial and residential customers through our operations in 61
cities across 28 states. Since our formation in 1996, we have acquired 72
companies in 44 of the top 100 markets in the United States. To date we have
grown primarily through a disciplined acquisition process. In addition to
acquisition growth, we have experienced 15.1% internal revenue growth for the
fiscal year ended December 31, 1998 compared to the fiscal year ended December
31, 1997 in the 24 operating companies acquired before or concurrently with the
initial public offering of our common stock. These companies have been in
business an average of 27 years. Our pro forma revenues were approximately
$1,359 million for the fiscal year ended December 31, 1998.
We provide our commercial/industrial customers with maintenance, repair and
replacement and new installation services for products such as:
. Boilers, chillers, and central plants,
. Process piping, and control systems, and
. Data cabling.
We provide our residential customers with maintenance, repair and replacement
and new installation services for products such as:
. Central air conditioning systems and furnaces,
. Plumbing fixtures and pipes, and
. Water heaters.
When we refer to the business of GroupMAC, the term means Group Maintenance
America Corp. and its subsidiaries on a combined basis.
RECENT DEVELOPMENTS
Since March 31, 1999, we completed six acquisitions. The aggregate
consideration paid or to be paid for these acquisitions consisted of
approximately $36.6 million in cash, 1.8 million shares of our common stock and
assumed debt of $3.0 million. The combined annual 1998 revenues of these
companies was approximately $117.0 million. We will account for these
acquisitions using the purchase method of accounting.
3
<PAGE>
RISK FACTORS
You should carefully consider the following factors and other information in
this prospectus before deciding to invest in our securities. We may also
discuss other risks you should carefully consider in a prospectus supplement.
Restrictions in Credit Agreement and Indentures on Our Operations--We may not
be able to finance future needs or adapt our business plans to changes because
of restrictions placed on us by our lenders and noteholders.
The operating and financial restrictions and covenants in our credit
agreement, the indenture governing our senior subordinated notes and the
indenture governing these notes adversely affect, and in fact limit or
prohibit, our ability to:
. finance future operations or capital needs,
. respond to changes in our business or competitive activities,
. pay dividends on our common stock, or
. engage in other business activities.
Any future financing arrangements may have the same effect. A breach of any of
these restrictions or covenants could cause a default under the credit
agreement, other more senior notes and the notes and in some cases acceleration
of debt under other instruments that contain cross-default or cross-
acceleration provisions. A significant portion of our indebtedness then may
become immediately due and payable. We are not certain whether we would have,
or be able to obtain, sufficient funds to make these accelerated payments,
including payments on the notes.
Integration of Acquired Companies--Any delay or inability to integrate
businesses we acquire could adversely affect our financial health.
We have grown, and plan to continue to grow, by acquiring other companies in
our industry. Our future success is dependent on our ability to integrate our
past and future acquisitions into one enterprise with a common operating plan.
We must also monitor the performance of our acquired companies. Many of these
acquired companies must change their past operating systems such as accounting,
employment, purchasing and marketing. We may not be successful in our efforts
to integrate acquired companies or monitor their performance. If we are unable
to do so, or if we experience delays or unusual expenses in doing so, it could
have a material adverse effect on our business, financial condition and results
of operations.
Dependence on Acquisitions for Growth--If our acquisition program strategy is
not achieved, our growth will be diminished.
We plan to grow primarily by acquisitions. This strategy requires that we
identify acquisition targets and negotiate and close acquisitions without
disrupting our existing operations. The strategy may result in the diversion of
our time from operating matters, which may cause the loss of business and
personnel. There are also possible adverse effects on earnings resulting from
the possible loss of acquired customer bases, amortization of goodwill created
in purchase transactions and the contingent and latent risks associated with
the past operations and other unanticipated problems arising in the acquired
business. Our success is dependent upon our ability to identify, acquire,
integrate and manage profitably acquired businesses. If we cannot do this, our
business and growth may be harmed.
4
<PAGE>
Significant Indebtedness and Interest Payment Obligations--Our substantial
indebtedness could adversely affect our financial health, make us more
vulnerable to adverse economic conditions and prevent us from fulfilling our
obligations under the notes.
We are highly leveraged. As of March 31, 1999, assuming we had completed all
acquisitions we have acquired subsequent to such date, we had outstanding
$321.3 million of consolidated indebtedness, of which approximately $189.6
million would have been senior indebtedness. We will require substantial
capital to finance our anticipated growth, so we expect to incur additional
debt in the future. However, we will be limited in the amount we could incur by
our existing and future debt agreements.
Our high level of indebtedness could have important consequences to holders
of notes, such as:
. limiting our ability to obtain additional financing to fund our growth
strategy, working capital, capital expenditures, debt service requirements or
other purposes,
. limiting our ability to use operating cash flow in other areas of our
business because we must dedicate a substantial portion of these funds to
make principal payments and fund debt service,
. placing us at a competitive disadvantage compared to competitors with less
debt,
. increasing our vulnerability to adverse economic and industry conditions, and
. increasing our vulnerability to interest rate increases because borrowings
under our credit agreement are at variable interest rates.
Our ability to pay interest on the notes and to satisfy our other debt
obligations will depend upon, among other things, our future operating
performance and our ability to refinance indebtedness when necessary. Each of
these factors is to a large extent dependent on economic, financial,
competitive and other factors beyond our control. If we cannot generate
sufficient cash from operations to make scheduled payments on the notes or to
meet our other obligations, we will need to refinance, obtain additional
financing or sell assets. We cannot assure you that our business will generate
cash flow, or that we will be able to obtain funding sufficient to satisfy our
debt service requirements.
Subordination of the Notes to Senior and Senior Subordinated Indebtedness--Your
right to receive payment on the notes is junior to most of our existing
indebtedness and possibly all of our future borrowings.
The notes will be subordinate to all our senior and senior subordinated
indebtedness. As of March 31, 1999, assuming we had completed all acquisitions
we have acquired subsequent to such date, we had outstanding approximately
$319.6 million of senior and senior subordinated indebtedness, $318.7 million
of which is guarantor senior and senior subordinated indebtedness. We also may
incur additional senior and senior subordinated indebtedness under the terms of
the credit agreement. For example, as of March 31, 1999, assuming we had
completed all acquisitions we have acquired subsequent to such date and closed
the now completed expansion of our credit agreement, and subject to the terms
and conditions thereof, we had approximately $235.9 million available under our
credit agreement which, if borrowed, would be senior indebtedness. In the event
of our bankruptcy, liquidation or dissolution, our assets would be available to
pay obligations on the notes only after all payments have been made on our
senior and senior subordinated indebtedness. In addition, no cash payments may
be made with respect to the notes during the continuance of a payment default
with respect to senior and senior subordinated indebtedness. Furthermore, under
some circumstances, no cash payments with respect to the notes may be made for
a period of up to 179 days
5
<PAGE>
during each period of 360 days if a nonpayment default exists with respect to
designated senior indebtedness. We cannot assure you that sufficient assets
will remain to make any payments to you or other holders of the notes. In
addition, some events of default under the credit agreement would prohibit us
from making any payments on the notes.
Notes are Unsecured--Your right to enforce remedies is limited by the rights of
holders of secured debt.
In addition to being subordinate to all of our senior and senior subordinated
indebtedness, the notes will not be secured by any of our assets. Our
obligations under our credit agreement are secured by all of our inventory and
accounts receivable and those of our subsidiary guarantors and a pledge of the
capital stock of each guarantor. If we became insolvent or are liquidated, or
if payment under our credit agreement is accelerated, the lenders under our
credit agreement will have a prior right to such assets, and may foreclose upon
such assets, to the exclusion of holders of the notes. Therefore, our bank
lenders will have a claim on certain of our assets before the holders of notes
that rank senior to these notes and the holders of these notes.
Cyclical Nature of New Installation Market--Downturns in the construction
industry could cause our revenues from installing equipment to decrease.
A substantial portion of our business involves installation of mechanical and
electrical systems in newly constructed residences and commercial/industrial
facilities. Our revenues from new installation services in the residential
market is dependent upon the level of housing starts in the areas in which we
operate. The housing industry is cyclical, and our revenues from new
residential installation will be affected by the factors that affect the
housing industry. These factors include changes in employment and income
levels, the availability and cost of financing for new home buyers and general
economic conditions. The level of new commercial/industrial installation
services is also affected by changes in economic conditions and interest rates.
General downturns in housing starts or new commercial/industrial construction
in the areas in which we operate could have a material adverse effect on our
business, including its financial condition and results of operations.
Availability of Technicians--A skilled labor force is important to our planned
internal growth.
Our ability to provide high-quality mechanical and electrical services on a
timely basis requires an adequate supply of skilled technicians. Shortages of
qualified technicians sometimes occur. We cannot assure you that we will be
able to maintain an adequate skilled labor force or that our labor expenses
will not increase. A shortage of skilled labor would require us to curtail our
planned internal growth.
Weather--Our profitability will be affected by prolonged bad weather or
seasonal variations.
Our business tends to be affected adversely by moderate weather patterns.
Comparatively warm winters and cool summers reduce the demand for our
maintenance, repair and replacement services. Additionally, our new
installation business is affected adversely by extremely cold weather and large
amounts of rain. As a result, we expect our revenues and operating results to
be lower in our first and, to a lesser degree, fourth calendar quarters.
Prolonged weather conditions or seasonal variations may cause unpredictable
fluctuations in operating results.
6
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Competition--We face competition from owner-operated companies and large public
companies and utilities for the services we provide and for companies we may
want to acquire.
The mechanical and electrical and plumbing service industries are very
competitive. These industries are served by small, owner-operated private
companies and by larger companies operating nationwide, including unregulated
affiliates of electric and gas public utilities and heating, ventilating and
air conditioning equipment manufacturers, and there are few barriers to entry.
Some of the smaller competitors have lower overhead cost structures and may be
able to provide their services at lower rates than we can. Some of the larger
competitors have greater financial resources, name recognition or other
competitive advantages and may be willing to pay higher prices than we are
willing to pay for the same opportunities. Consequently, we may encounter
significant competition in our efforts to achieve our growth objectives.
Dependence on Key Personnel--Our business may suffer if we do not retain our
management and the management of any company we acquire.
We depend on our executive officers and senior management personnel and on
the senior management of significant businesses we acquire. Our business could
be affected adversely if these persons do not continue in their roles and we
are unable to attract and retain qualified replacements. We do not maintain
key-man insurance on our executive officers and senior management personnel.
Dependence on Additional Capital for Future Growth--If we cannot use our common
stock or raise capital for consideration in acquisitions, we may not be able to
grow our business by acquisitions.
We have financed capital expenditures and acquisitions primarily through the
issuance of equity securities, secured bank borrowings and internally generated
cash flow. We currently intend to finance future acquisitions by using shares
of our common stock for a significant portion of the consideration to be paid.
If our common stock does not maintain a sufficient market value, or if
potential acquisition candidates are otherwise unwilling to accept our common
stock as part of the consideration for the sale of their businesses, we may be
required to utilize more of our cash resources, if available, in order to
initiate and maintain our acquisition program. We cannot assure you that we
will be able to raise the additional capital required. If we cannot do so, our
growth through acquisitions may be limited.
Control by Existing Management and Shareholders--GroupMAC's management and
larger shareholders can exert substantial influence over our business affairs
and their interests may not be the same as other shareholders' interests.
Our executive officers, directors and 5% shareholders owned in the aggregate
approximately 17% of our outstanding common stock as of March 31, 1999. These
persons have substantial influence over the outcome of any matters submitted to
GroupMAC's shareholders for approval, including the election of our board of
directors. These persons may have economic and business reasons to act together
that make their interests different from what might be in the best interest of
GroupMAC's other shareholders.
Shares Eligible for Future Sale--Most of the shares of our outstanding common
stock will be freely-tradeable only in the future and, when they are tradeable,
this could cause our stock price to decrease.
We issued most of the shares of our outstanding common stock as part of our
acquisition of other businesses. These shares are currently restricted from
resale by contractual lock-up agreements between
7
<PAGE>
GroupMAC and the shareholder and, in some cases, by federal and state
securities laws. The lock-up agreements controlling these shares generally
allow the holder to make sales one year after the acquisition. Should those
shareholders all choose to sell their shares, the aggregate effect of many
shareholders selling their shares could cause our stock price to decrease.
As of March 31, 1999, we had 35,438,090 shares of common stock outstanding
and only approximately 10.0 million of these shares were freely-tradeable. The
restricted shares may only be sold upon their registration under the Securities
Act of 1933, pursuant to an available exemption under the securities laws or in
accord with any contractual provisions of the lock-up agreement. The
contractual lock-up agreements generally have a complete prohibition on the
resale of common stock for a term of one year from the date of issuance of the
common stock and, during the second year from the date of issuance, resales are
limited to no more than 36% of the person's holdings. As of the date of this
prospectus, approximately 9.5 million restricted shares of our common stock are
eligible for resale under Rule 144 and the contractual lock-up agreements. The
shares eligible for sale under Rule 144 must be sold in accordance with the
restrictions of that rule, including restrictions on the volume of shares that
may be sold and the manner in which they may be sold. After these shares have
been held for a period of two years from the date of issuance, both the
provisions of Rule 144 and the contractual lock-up agreements, unless extended,
will no longer apply and the shares will be freely-tradeable.
Dependence on Subsidiaries for Cash Flow--We rely on our subsidiaries for our
operating funds and our subsidiaries have no obligation to supply us with any
funds.
We conduct our operations through subsidiaries and are dependent upon our
subsidiaries for the funds we need to operate. We will be dependent on the
transfer of funds from our subsidiaries to make the payments due under the
notes and other outstanding debt securities. Each of our subsidiaries is a
distinct legal entity and has no obligation, contingent or otherwise, to
transfer funds to us. Our ability to pay the notes and other outstanding debt
securities, and the ability of our subsidiaries to transfer funds to us, could
be restricted by the terms of subsequent financings.
Volatility of Our Stock Price--We may experience significant fluctuations in
the price of our common stock for a variety of reasons, some of which are
outside of our control.
The market price of our common stock may fluctuate significantly from time to
time in response to many factors, some of which are:
. variations in our reported financial results,
. changing conditions in the general economy, and
. changing conditions in our industry.
Stock markets generally experience price and volume volatility from time to
time and this may affect the price of our common stock for reasons unrelated to
our business performance.
Potential Anti-Takeover Effects--Provisions in our charter documents and state
law may make it harder for other shareholders to obtain control of GroupMAC
even though some might consider such development more favorable to certain
investors.
Provisions in GroupMAC's Articles of Incorporation (the "Articles") and
Bylaws and the Texas Business Corporation Act (the "TBCA") may delay, inhibit
or prevent someone from gaining control of GroupMAC through a tender offer,
business combination, proxy contest or some other way. These provisions
include:
8
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. authorization in our Articles for our board of directors to issue preferred
stock that have preferences, powers and rights as our board of directors may
determine,
. classification of our board of directors,
. a TBCA restriction on the ability of shareholders to take action by written
consent, and
. a TBCA restriction on business combinations with some types of interested
shareholders.
The Year 2000 Issue--If our computer systems or the systems of those with whom
we do business are not Year 2000 compliant, our ability to manage our business
and our financial results could be harmed.
Many computer systems, including some of those we use, identify dates using
only the last two digits of the year. These systems are unable to distinguish
between dates in the year 2000 and dates in the year 1900. That inability,
referred to as the year 2000 ("Y2K") issue, if not addressed, could cause these
systems to fail or provide incorrect information after December 31, 1999 or
when using dates after December 31, 1999. This in turn could have a material
adverse effect on our ability to manage our business. We conducted an
assessment of the magnitude of our Y2K issue as it relates to computer systems
and determined that we were required to upgrade or replace significant portions
of our software so that our computer systems would be able to function properly
beyond December 31, 1999. However, we cannot assure you that such systems
upgrades and replacements will be completed on time, which could adversely
affect our business, financial condition, results of operations or prospects.
Our Y2K issue relates not only to our own systems but also to those of our
customers and suppliers. We are communicating with our suppliers, customers and
others with whom we do business to determine the extent of our vulnerability to
the failure of third parties to remediate their own Y2K issues. Because of the
complexity of the Y2K issue, it is possible that the efforts of suppliers,
customers and others with whom we do business may not be satisfactorily
completed in a timely fashion. The failure of suppliers, customers or other
entities to address the Y2K issue could adversely affect our business,
financial condition, results of operations or prospects.
9
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RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS
Our unaudited ratios of earnings to fixed charges and earnings to fixed
charges and preferred stock dividends for the periods indicated are as follows:
<TABLE>
<CAPTION>
Years Ended
Quarter Ten Months February 28 or
Ended Year Ended Ended 29,
March 31, December 31, December 31, -----------------
1999 1998 1997(1) 1997 1996 1995
--------- ------------ ------------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges(2)........ 2.54x 5.64x -- 8.60x 8.69x 6.56x
Ratio of earnings to
fixed charges and
preferred stock
dividends(3)............ 2.54x 5.64x -- 8.60x 8.69x 6.56x
</TABLE>
- --------
(1) In the ten months ended December 31, 1997, earnings were inadequate to
cover fixed charges in the amount of $0.8 million due to the impact of a
$7.0 million compensation charge that will not recur.
(2) The ratio of earnings to fixed charges was computed by dividing earnings by
fixed charges. For this purpose, earnings consist of income before income
taxes and fixed charges. Fixed charges consist of interest expense,
amortization of debt issuance costs and the estimated interest portion of
rental expense.
(3) Since we have no preferred stock outstanding, no dividends were paid on
preferred stock.
10
<PAGE>
DESCRIPTION OF NOTES
General
We will issue the notes in one or more series under an indenture between us
and State Street Bank and Trust Company, as Trustee (the "Trustee"). The
following statements discuss the important terms of the notes and the
indenture. We filed the form of the indenture as an exhibit to the registration
statement and we urge you to read the indenture because it defines your rights
as a holder of notes. As of March 31, 1999, assuming we had completed all
acquisitions we have acquired subsequent to that date, we and our subsidiaries
had outstanding approximately $319.6 million of indebtedness that ranks senior
to the notes and approximately $1.6 million of indebtedness that ranks with the
same preference as the notes.
Unless otherwise indicated in the prospectus supplement related thereto, we
will issue the notes only in fully registered form, without coupons.
The notes and the indenture do not contain financial covenants binding on us
or our subsidiaries, nor do they limit the amount of indebtedness, whether
senior or subordinated, that we or our subsidiaries can incur.
No public market exists for the notes and none is expected to develop.
Investors should proceed on the assumption that they may have to bear the
economic risk of an investment in the notes for an indefinite period of time.
The notes will be non-transferable, except upon our consent or to the spouse or
lineal decendents of a holder upon the death of the holder.
Please refer to the prospectus supplement for the following terms of a series
of notes:
. The title of the notes;
. Any limit upon the aggregate principal amount of the notes;
. The date or dates on which the principal of the notes is due;
. The fixed rate or variable rates, or the method by which the fixed rate or
variable rates will be determined, at which the notes will bear interest, if
any;
. The date or dates from which any interest will accrue or the method by which
any accrual date or dates will be determined;
. The interest payment dates on which any interest will be payable and the
regular record date for the interest payable on any interest payment date;
and
. Any other terms of the notes.
Subordination
The notes will be our direct, unsecured subordinated obligations. The notes
will have a junior position to all other indebtedness except for approximately
$1.6 million aggregate principal amount of notes issued in connection with the
acquisition of Pacific Rim Mechanical Contractors, Inc. that rank with the same
preference as the notes. In this context, "indebtedness" means all indebtedness
for borrowed money incurred by us and our subsidiaries or indebtedness to
secured creditors, holders of any indebtedness guaranteed by us or our
subsidiaries and any preferred stockholders, as well as other kinds of
contracts and obligations, such as leases, to which we or any of our
subsidiaries are a party.
Prepayment Right
We may prepay the principal of the notes of any series at any time, in whole
or in part, without penalty.
Right of Set-Off
When we acquire a business, the acquisition agreement may require the seller
to make payments to us or indemnify us for various obligations. Examples of
these obligations include (1) adjustments to the purchase price that might
occur after the transaction closes, (2) any obligations of the
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seller to purchase uncollected accounts receivable and (3) any obligations of
the seller to indemnify us. Any note issued to a seller as part of the
consideration for the acquisition allows us to credit amounts the seller owes
us against amounts we owe the holder of a note.
Consolidation, Merger or Sale
The indenture generally permits us to consolidate or merge with another
business entity. It also permits the sale by us of our properties and assets
substantially as an entirety. If this happens, the remaining or acquiring
business entity must assume all of our responsibilities and liabilities with
respect to the indenture, including the payment of all amounts when due on the
notes and the performance of covenants under the indenture.
However, we can consolidate or merge with or into another business entity or
sell our property and assets substantially as an entirety only according to the
conditions of the indenture. The remaining or acquiring business entity will be
substituted for us in the indenture with the same effect as if it had been the
original party thereto. It will also be substituted for us on the notes with
the same effect as if it had been the original obligor. If we sell our
properties and assets substantially as an entirety, we shall be released from
all of our obligations and liabilities under the indenture and the notes.
Payment and Transfer
Principal, interest and any premium on the notes will be paid at designated
places. Payment will be made by check mailed to the person in whose name the
notes are registered on days specified in the notes and reflected in any
prospectus supplement.
Subject to the restrictions on transfer described above, a holder may
transfer or exchange fully registered notes at the office of the Trustee or at
any other office or agency maintained by us for such purposes, without the
payment of any service charge except for any tax or governmental charge.
Events of Default
An event of default occurs if:
. we fail to pay the principal amount of any note when due;
. we fail to pay interest on any note for 30 days;
. we or a court take certain actions relating to the bankruptcy, insolvency or
reorganization of GroupMAC; or
. any other event of default included in a specific series of notes occurs.
If an event of default for any series of notes occurs and continues, the
Trustee or the holders of at least 25% in aggregate principal amount of the
notes of that series may, after notifying the holders of our senior
indebtedness and receiving their consent to act, require us to repay
immediately the principal of the notes of that series by giving us written
notice to repay. Subject to certain conditions, the holders of a majority of
the aggregate principal amount of the notes of that series can rescind this
accelerated payment requirement. For information as to waiver of defaults, see
"Modification and Waiver" below.
The Trustee may withhold notice to the holders of notes of any default, other
than the payment of principal and/or interest, if it considers withholding of
notice to be in the best interest of the holders.
A default under other indebtedness of GroupMAC is not an event of default
under the indenture or the notes, and an event of default under one series of
notes will not necessarily be an event of default under another series.
Modification and Waiver
Under the indenture, our rights and obligations and the rights of the holders
may be modified with the consent of the holders of a majority in aggregate
principal amount of the outstanding notes of each
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series affected by the modification. No modification of the principal,
including any premium, or interest payment terms, and no modification reducing
the percentage required for modifications, is effective against any holder
without its consent.
Discharge of Indenture
In most situations, we will be discharged from our obligations under the
indenture for any series of notes by either (1) paying or causing to be paid
the principal, including any premium, and interest on all outstanding notes of
that series when the payments are due or (2) delivering to the Trustee all
outstanding notes of that series for cancellation.
We will also be discharged of our obligations under the indenture if we
deposit in escrow or with the Trustee sufficient cash or government securities
to pay the principal, premium, if any, and interest on the notes of a
particular series to the stated maturity date or a redemption date. This act is
commonly known as defeasance. If that happens, payment of the notes of such
series may not be accelerated because of an event specified as a default or
event of default with respect to the notes, and the holders of the notes of the
series will not be entitled to the benefits of the indenture, except for
registration of transfer and exchange of notes and replacement of lost, stolen
or mutilated notes.
The indenture defines "government securities" to mean interest bearing
obligations as a result of the deposit of which the notes are rated in the
highest generic long-term debt rating category assigned to defeased debt by one
or more nationally recognized rating agencies.
Under federal income tax law as of the date of this prospectus, a discharge
may be treated as an exchange of the related debt securities. The indenture
restricts our ability to discharge our obligations under notes of a series in
this way without assurance that a holder will not be required to recognize gain
or loss for federal income tax purposes equal to the difference between the
holder's cost or other basis for the notes and the value of the holder's
interest in the escrow or trust. As with many tax matters, there can be no
assurance that such will be the case, and prospective investors are urged to
consult their tax advisers as to the consequences of a discharge of our
obligations under the indenture, including the applicability and effect of tax
laws other than federal income tax law.
Concerning the Trustee
State Street Bank and Trust Company is the Trustee under the indenture. The
corporate trust office of the Trustee is located at Two Avenue de Lafayette,
Boston, Massachusetts 02111-1724.
Other than its duties in case of a default, the Trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holder, unless the holders offer the Trustee reasonable
indemnity. If they provide this reasonable indemnification, the holders of a
majority in principal amount of any series of notes may direct the time, method
and place of conducting any proceeding or the remedy available to the Trustee,
or exercise any power conferred upon the Trustee for any series of notes. The
indenture provides that if an event of default occurs and is not cured, the
Trustee will be required, in the exercise of its power, to use the degree of
care of a prudent person in the conduct of such person's own affairs.
The Trustee may resign from its duties with respect to the indenture at any
time or may be removed by us. If the Trustee resigns, is removed or becomes
incapable of acting as Trustee or a vacancy occurs in the office of the Trustee
for any reason, a successor Trustee shall be appointed in accordance with the
provisions of the indenture.
The indenture contains the provisions required by the Trust Indenture Act of
1939
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with reference to the disqualification of the Trustee if it shall have or
acquire any "conflicting interest," as defined in that law. The indenture also
contains limitations on the right of the Trustee, as our creditor, to obtain
payment of claims in some cases, or to realize on property received by it in
respect of any such claims, as security or otherwise.
DESCRIPTION OF WARRANTS
The following statements discuss the important terms of the warrants. We urge
you to read the provisions of the warrant agreement to be entered into by us
and the person receiving the warrants and the terms described in the prospectus
supplement relating to the warrant agreement for any terms and provisions that
may be important to you.
General
We may issue the warrants, evidenced by warrant certificates, under a warrant
agreement independently or together with any notes or common stock. Warrants
may be attached to or separate from such notes or common stock. No public
market exists for the warrants and none is expected to develop. Investors
should proceed on the assumption that they may have to bear the economic risk
of an investment in the warrants for an indefinite period of time. The warrants
will be non-transferable, except upon our consent or death of the holder.
If warrants are offered, the prospectus supplement will describe the terms of
the warrants, including the following:
. the offering price, if any;
. the number of shares of common stock purchasable upon exercise of one warrant
and the initial price at which such shares may be purchased upon exercise;
. the date on which the right to exercise the warrants begins and the date on
which the right expires;
. resale restrictions on the common stock into which the warrants are
exercisable;
. call provisions; and
. any other terms of the warrants.
The shares of common stock issuable upon exercise of the warrants will, when
issued in accordance with the warrant agreement, be fully paid and
nonassessable.
Exercise of Warrants
A warrant holder may exercise a warrant by delivering to us a notice signed
by the warrant holder or a duly authorized agent, indicating the warrant
holder's election to exercise all or a portion of the warrants evidenced by the
surrendered warrant certificate. This required notice may be in the form found
at the end of the warrant certificate. The notice must be accompanied by the
surrendered warrant certificate and payment of the aggregate exercise price of
the warrants to be exercised. The payment must be made in the form of cash or a
cashier's check equal to the exercise price. Within 10 business days after the
effectiveness of such exercise, we will deliver or cause to be delivered to the
exercising warrant holder a certificate representing the number of shares of
common stock purchased, together with cash in lieu of any fraction of a share.
If fewer than all of the warrants evidenced by any certificate are exercised,
we will deliver to the exercising warrant holder a new warrant certificate
representing the unexercised warrants or we will make an appropriate notation
on the warrant certificate and return the same certificate to the warrant
holder.
Antidilution Provisions
The exercise price payable and the number of shares of common stock
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purchasable upon the exercise of each warrant will be subject to adjustment in
some circumstances, including the issuance of a stock dividend to holders of
common stock or a combination, subdivision or reclassification of common stock.
In lieu of adjusting the number of shares of common stock purchasable upon
exercise of each warrant, we may elect to adjust the number of warrants. No
adjustment in the number of shares purchasable upon exercise of the warrants
will be required until cumulative adjustments require an adjustment of at least
1% of the number of shares purchasable. We may, at our option, reduce the
exercise price at any time. No fractional shares will be issued upon exercise
of warrants, but we will pay the cash value of any fractional shares otherwise
issuable. Regardless of these other provisions, in case of any consolidation,
merger or sale or conveyance of our property as an entirety or substantially as
an entirety, the holder of each outstanding warrant shall have the right to
exercise those warrants for the kind and amount of shares of stock, cash and
other securities and property receivable by a holder of the number of shares of
common stock for which such warrant was exercisable immediately prior to such
transaction.
No Rights as Shareholders
Simply having the status of being a warrant holder will not entitle a warrant
holder to:
. vote as shareholders,
. consent as shareholders,
. receive dividends as shareholders,
. receive notice as shareholders with respect to any meeting of shareholders
for the election of directors of GroupMAC or any other matter, or
. exercise any rights whatsoever as shareholders of GroupMAC.
DESCRIPTION OF CAPITAL STOCK
General
Under our Articles, we have authority to issue 150,000,000 shares of capital
stock, consisting of 50,000,000 shares of preferred stock, par value $0.001 per
share, and 100,000,000 shares of common stock, par value $0.001 per share. As
of May 31, 1999, we had outstanding 37,117,551 shares of common stock and no
shares of preferred stock.
The following statements discuss the important terms of our capital stock. We
urge you to read the Articles, a copy of which has been filed as an exhibit to
the registration statement of which this prospectus is a part, for any terms
and provisions that may be important to you.
Preferred Stock
The Articles authorize the issuance of preferred stock in one or more series
having designations, rights and preferences determined from time to time by our
board of directors. Accordingly, our board of directors is empowered, without
approval of holders of common stock, to issue preferred stock with dividends,
liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of the common stock. In the event
of issuance, the preferred stock could be used as a method of discouraging,
delaying or preventing a change in control of GroupMAC. Although we have no
present intention to issue any additional shares of preferred stock, we could
do so at any time in the future.
The particular terms of any series of preferred stock we offer will be set
forth in a prospectus supplement. GroupMAC's board of directors or its designee
will fix or designate, in a statement of designation that will be filed as part
of our Articles, the rights, preferences, privileges and
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restrictions of that series of preferred stock we offer, including:
. dividend rights,
. voting rights,
. terms of redemption, and
. liquidation preferences.
The description of our preferred stock contained in this prospectus and any
description that will be contained in a prospectus supplement discusses or will
discuss the important terms of the preferred stock. We urge you to read the
statement of designation relating to that series of preferred stock for any
terms and provisions that may be important to you.
Common Stock
Voting Rights. Holders of common stock are entitled to one vote for each
share on all matters on which shareholders generally are entitled to vote,
including elections of directors. GroupMAC's board of directors is classified
into three classes of four or five directors each, with the term of each class
expiring on a staggered basis. The classification of our board of directors may
make it more difficult to change the composition of the board of directors.
This may discourage or make more difficult an attempt by a person or group to
obtain control of GroupMAC. The Articles do not provide for cumulative voting
for the election of directors.
Dividends. Subject to the preferential rights of any outstanding preferred
stock that may be created by our board of directors under the Articles,
dividends may be paid to holders of common stock as may be declared by our
board of directors out of funds legally available for that purpose. The
declaration and payment of dividends on common stock could be restricted by the
terms of any preferred stock issued or any loan agreements or other contracts
we may enter. Under the TBCA, dividends may be paid by us out of "surplus" (as
defined under Article 1.02 of the TBCA) or, if there is no surplus, out of net
profits for the fiscal year in which the dividends are declared and/or the
preceding fiscal year. However, we do not intend to pay dividends at the
present time.
Liquidation. In the event of the dissolution or winding up of GroupMAC, after
payment or provision for payment of our debts and other liabilities and any
other series or class of our stock issued in the future that ranks senior as to
liquidation rights to the common stock, the holders of common stock will be
entitled to receive pro rata all our remaining assets available to such
holders.
Miscellaneous. Holders of common stock have no preemptive, subscription,
redemption or conversion rights.
The common stock is listed on the New York Stock Exchange under the symbol
"MAK."
The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C.
Statutory Business Combination Provision
We are subject to Article 13 of the TBCA ("Article 13") which, with limited
exceptions, prohibits a Texas corporation from engaging in a "business
combination" (as defined in Article 13) with any shareholder who is a
beneficial owner of 20% or more of the corporation's outstanding stock for a
period of three years after such shareholder's acquisition of a 20% ownership.
However, this type of transaction is permitted if (1) the board of directors of
the corporation approves the transaction or the shareholder's acquisition of
shares prior to the acquisition or (2) two-thirds of the unaffiliated
shareholders of the corporation approve the transaction at a shareholders'
meeting. Shares that are issuable, but have not yet been issued, pursuant to
options, conversion or exchange rights or other agreements are not considered
outstanding for purposes of Article 13.
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Some Important Provisions of the Articles of Incorporation and Bylaws
The Articles contain a "fair price" provision which generally requires that
certain mergers, business combinations and similar transactions constituting a
"Business Combination" with an "Interested Shareholder" be approved by the
holders of at least 80% of the Company's voting stock. An "Interested
Shareholder" is generally the beneficial owner of at least 10% of GroupMAC's
voting stock. However, this type of transaction is permitted if (1) the
transaction is approved by at least 80% of the "Continuing Directors" of
GroupMAC, who constitute a majority of the entire board or (2) certain "fair
price" and procedural requirements are satisfied. The Articles define "Business
Combination" as:
. any merger or consolidation involving GroupMAC or a subsidiary of GroupMAC,
. any sale, lease, exchange, transfer or other disposition in one transaction
or a series of transactions, including without limitation a mortgage or any
other security device, of all or any substantial part of the assets either of
GroupMAC or of a subsidiary of GroupMAC to or with any Interested
Shareholder,
. the issuance, sale, exchange, transfer or other disposition by GroupMAC or
a subsidiary of GroupMAC of any securities of GroupMAC or any subsidiary of
GroupMAC to or with any Interested Shareholder,
. any recapitalization or reclassification of GroupMAC's securities (including
without limitation, any reverse stock split) or other transaction that would
have the effect of increasing the voting power of an Interested Shareholder,
. any liquidation, spinoff, splitoff, splitup or dissolution of GroupMAC
proposed by or on behalf of any Interested Shareholder, or
. any agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination.
"Continuing Director" is defined to mean a director who either was a member
of GroupMAC's board of directors prior to the time such Interested Shareholder
became an Interested Shareholder or who subsequently became a director of
GroupMAC and whose election, or nomination for election by GroupMAC's
shareholders, was approved by a vote of at least 80% of the Continuing
Directors then on GroupMAC's board of directors, either by a specific vote or
by approval of the proxy statement issued by GroupMAC on behalf of GroupMAC's
board of directors in which such person is named as nominee for director,
without an objection to such nomination; provided, however, that in no event
shall a director be considered a "Continuing Director" if such director is an
Interested Shareholder and the Business Combination to be voted upon is with
such Interested Shareholder or is one in which such Interested Shareholder
otherwise has an interest except proportionately as a shareholder of GroupMAC.
In accordance with our Bylaws, a shareholder of GroupMAC may nominate persons
for election to our board of directors if the shareholder submits such
nomination, together with certain related information required by our Bylaws,
in writing to the Secretary of GroupMAC not less than 120 days nor more than
150 days prior to the anniversary date of the mailing of our proxy statement
for the previous annual meeting of shareholders.
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PLAN OF DISTRIBUTION
This prospectus covers the offer and sale of up to $50 million of notes,
8,217,312 shares of common stock, warrants to purchase up to 2,000,000 shares
of common stock, common stock issuable upon exercise of the warrants and up to
$10 million of preferred stock. We currently plan to make additional
acquisitions of businesses in our industry. We will issue these securities from
time to time in connection with any future acquisitions that we may make of
other businesses, properties or securities.
We expect that the number of shares of common stock, the terms on which those
shares will be issued and the price and other terms at which the notes,
warrants and preferred stock covered in this prospectus will be offered and
issued shall be determined by direct negotiations with the owners or
controlling persons of the businesses or assets to be acquired. We also expect
that the shares of common stock issued will be valued at prices reasonably
related to market prices prevailing either at the time an acquisition agreement
is executed or at or about the time of delivery of shares.
CAUTIONARY STATEMENTS REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain forward-
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by the use of the future tense or other forward-
looking terms such as "may," "intend," "will," "expect," "anticipate,"
"objective," "projection," "forecast," "plan," "management believes,"
"estimate," "continue," "should," "strategy" or "position" or the negatives of
those terms or other variations on them or by comparable terminology. In
particular, statements, express or implied, concerning future operating results
or the ability to generate net sales, income or cash flow are forward-looking
statements. We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to risks, uncertainties and assumptions about us,
including, among other things:
. Our dependence on acquisitions for growth,
. Our plan to use our stock, other securities and borrowed funds as
consideration in future acquisitions, and the effects on our acquisition plan
of a perceived decline in the value of our stock and other securities or our
inability to borrow money,
. Our ability to integrate acquired businesses,
. Our reliance on the commercial success of businesses in the industries we
serve, and
. Our ability to compete both with national companies and with local companies.
We undertake no obligation to update or revise our forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this offering memorandum might not occur.
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WHERE YOU CAN FIND MORE INFORMATION
GroupMAC files annual, quarterly and other reports, proxy statements and
other information with the SEC. Our current SEC filings are available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may
also read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Because our common stock is listed on the New York Stock Exchange, our
reports, proxy statements and other information can be reviewed and copied at
the office of that exchange at 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities:
1. Our Annual Report on Form 10-K for the year ended December 31, 1998, as
amended by Form 10-K/A;
2. Our Quarterly Report on Form 10-Q for the quartered ended March 31,
1999;
3. Our Current Reports on Form 8-K filed June 14, 1999, May 10, 1999, April
16, 1999, January 19, 1999, January 5, 1999, November 25, 1998, November
4, 1998, October 28, 1998, September 15, 1998, June 26, 1998 and May 22,
1998 and on Form 8-K/A dated January 19, 1999, December 22, 1998 (two
reports were filed on this date and both reports are incorporated by
reference), September 21, 1998 and July 20, 1998 (two reports were filed
on this date and both reports are incorporated by reference); and
4. Our Registration Statement on Form 8-A filed with the SEC on November 4,
1997.
You may request a copy of these filings (in most cases, without exhibits) at
no cost, by writing or telephoning us at our principal executive offices
located at the following address:
Investor Relations
Group Maintenance America Corp.
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
(713) 860-1000
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EXPERTS
The historical financial statements of Group Maintenance America Corp., Group
Maintenance America Corp. and Subsidiaries, Premex, Inc. and Subsidiary, Barr
Electric Corp., Atlantic Industrial Constructors, Inc., Romanoff Electric
Corp., Continental Electrical Construction Co., Trinity Contractors, Inc. and
Trinity Air Technologies, L.P., Stephen C. Pomeroy, Inc., Air Systems, Inc.,
and Cardinal Contracting Corporation to the extent and for the periods
indicated in their reports, have been incorporated by reference in the
registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Article 2.02A of the TBCA provides, in relevant part, as follows:
Subject to the provisions of Sections B and C of this Article, each
corporation shall have power:
(16) to indemnify directors, officers, employees, and agents of the
corporation and to purchase and maintain liability insurance for those
persons.
Article IX of the Articles of Incorporation of Group Maintenance America
Corp. (the "Company") (therein referred to as the "Corporation") provides as
follows:
1. Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that would
lead to such action, suit or proceeding (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director or
officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to any employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by
the TBCA, as the same exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all judgments, fines, penalties (including excise tax and
similar taxes), settlements, and reasonable expenses actually incurred by
such indemnitee in connection therewith. The right to indemnification
conferred in this Article shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the TBCA requires, an advancement
of expenses incurred by an indemnitee shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined that
such indemnitee is not entitled to be indemnified for such expenses under
this Article or otherwise.
2. Insurance. The Corporation may purchase and maintain insurance, at its
expense, on behalf of any indemnitee against any liability asserted against
him and incurred by him in such a capacity or arising out of his status as
a representative of the Corporation, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the TBCA.
3. Indemnity of Employees and Agents of the Corporation. The Corporation
may, to the extent authorized from time to time by the board of directors,
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the
provisions of this Article or as otherwise permitted under the TBCA with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.
The Company has entered into employment agreements with its executive
officers pursuant to which the Company generally is obligated to indemnify such
officers to the full extent permitted by the TBCA as described above.
The Company has purchased liability insurance policies covering the directors
and officers of the Company, including, to provide protection where the Company
cannot legally indemnify a director or officer and where a claim arises under
the Employee Retirement Income Security Act of 1974 against a director or
officer based on an alleged breach of fiduciary duty or other wrongful act.
II-1
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Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
3.1* Articles of Incorporation of the Company, as amended.
3.2** Bylaws of the Company, as amended.
4.1* Form of Certificate representing the Common Stock, par value $0.001
per share, of the Company.
4.2** Form of Indenture dated as of December 31, 1998 between the Company
and State Street Bank and Trust Company, as Trustee, including the
form of note.
5*** Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
securities being offered.
10.1* Group Maintenance America Corp. 1997 Stock Awards Plan.
10.2* Group Maintenance America Corp. 1997 Stock Option Plan.
10.3**** Form of Employment Agreement between Group Maintenance America Corp.
and James. P. Norris.
10.4**** Form of Employment Agreement between Group Maintenance America Corp.
and J. Patrick Millinor, Jr.
10.5**** Form of Employment Agreement between Group Maintenance America Corp.
and Donald L. Luke.
10.6**** Form of Employment Agreement between Group Maintenance America Corp.
and Timothy Johnson.
10.7**** Form of Employment Agreement between Group Maintenance America Corp.
and Ronald D. Bryant.
10.8**** Second Amended and Restated Credit Agreement among Group Maintenance
America Corp., the Subsidiaries listed as Guarantors, Chase Bank of
Texas, National Association, and the signatory banks, dated as of
October 15, 1998.
10.9***** First Amendment to Second Amended and Restated Credit Agreement.
10.10**** Agreement and Plan of Exchange by and among Group Maintenance Corp.
and the holders of a Majority of the Outstanding Common Stock of
Airtron, Inc., dated April 30, 1997. (Confidential information has
been omitted from this document and has been filed separately with
the Commission.)
10.11** Form of Lock-up Agreement dated as of January 5, 1999 between the
Company and certain shareholders of the Company.
12*** Computation of Ratio of Earnings to Fixed Charges and Earnings to
Fixed Charges and Preferred Stock Dividends.
21**** Subsidiaries of the Company.
23.1*** Consent of Bracewell & Patterson, L.L.P. (included in its opinion
filed as Exhibit 5 hereto).
23.2*** Consent of KPMG LLP.
24*** Powers of attorney.
25** Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of State Street Bank and Trust Company.
27**** Financial Data Schedule.
</TABLE>
- --------
* Filed as an exhibit to the Company's Form S-1 (Registration No. 333-34067).
** Filed as an exhibit to the Company's Form S-4 (Registration No. 333-69533).
*** Filed herewith.
**** Filed as an exhibit to the Company's Form 10-K/A for the year ended
December 31, 1998.
***** Filed as an exhibit to the Company's Form S-4 (Registration No.
333-76713).
II-2
<PAGE>
(b) Financial Statement Schedules
No financial statement schedules are included herein. All schedules for which
provision is made in the applicable accounting regulations of the Commission
are not required under the related instructions, are inapplicable, or the
information is included in the consolidated financial statements, and have
therefore been omitted.
(c) Reports, Opinions, and Appraisals
The following reports, opinions and appraisals are included herein.
None.
Item 22. Undertakings.
(a) Regulation S-K, Item 512 Undertakings
(1) The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) Registration on Form S-4 of Securities Offered for Resale.
(i) The undersigned hereby undertakes as follows: That prior to any
public reoffering of the securities registered hereunder through the
use of a prospectus which is a part of this registration
II-3
<PAGE>
statement, by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by person who
may be deemed underwriters, in addition to the information called for
by the other Items of the applicable form.
(ii) The registrant undertakes that every prospectus (a) that is
filed pursuant to the paragraph immediately preceding, or (b) that
purports to meet the requirements of section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of new securities at that time shall be deemed to be the
initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the Company
of expenses incurred or paid by a director, officer or controlling person
of the Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4 of this Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.
(c) The undersigned hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired therein, that was not the subject of and included in the registration
statement when it became effective.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Group Maintenance
America Corp. has duly caused this registration statement or amendment thereto
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on June 21, 1999.
GROUP MAINTENANCE AMERICA CORP.
By: /s/ J. Patrick Millinor, Jr.
----------------------------------
J. Patrick Millinor, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed below by the following persons
in the indicated capacities on June 21, 1999.
<TABLE>
<S> <C>
Signature Title
--------- -----
James P. Norris* Chairman of the Board;
------------------------------------- Director
James P. Norris
/s/ J. Patrick Millinor, Jr. Director and Chief Executive
------------------------------------- Officer (principal executive
J. Patrick Millinor, Jr. officer)
/s/ Darren B. Miller Executive Vice President and
------------------------------------- Chief Financial Officer
Darren B. Miller (principal financial officer)
/s/ Daniel W. Kipp Senior Vice President and
------------------------------------- Corporate Controller
Daniel W. Kipp (principal accounting
officer)
Donald L. Luke* Director, President and Chief
------------------------------------- Operating Officer
Donald L. Luke
David L. Henninger* Director
-------------------------------------
David L. Henninger
Chester J. Jachimiec* Director
-------------------------------------
Chester J. Jachimiec
Timothy Johnston* Director
-------------------------------------
Timothy Johnston
Andrew Jeffrey Kelly* Director
-------------------------------------
Andrew Jeffrey Kelly
Thomas B. McDade* Director
-------------------------------------
Thomas B. McDade
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C>
</TABLE>
Signature Title
--------- -----
Lucian Morrison* Director
-------------------------------------
Lucian Morrison
Robert Munson III* Director
-------------------------------------
Robert Munson III
James P. Norris* Director
-------------------------------------
James P. Norris
Fredric Sigmund* Director
-------------------------------------
Fredric Sigmund
John M. Sullivan* Director
-------------------------------------
John M. Sullivan
James D. Weaver* Director
-------------------------------------
James D. Weaver
William M. Witz* Director
-------------------------------------
William M. Witz
/s/ Randolph W. Bryant
*By: ________________________________
Randolph W. Bryant
(Attorney-in-fact for persons
indicated)
II-6
<PAGE>
EXHIBIT 5
June 21, 1999
Group Maintenance America Corp.
Eight Greenway Plaza, Suite 1500
Houston, Texas 77046
Ladies and Gentlemen:
We have acted as counsel to Group Maintenance America Corp., a Texas corporation
(the "Company"), in connection with the preparation of its Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company under
the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule
429 promulgated under the Securities Act, the Registration Statement contains a
combined prospectus relating to the offering and sale by the Company of up to
6,500,000 shares of its common stock, par value $.001 per share (the "Common
Stock"), as well as 1,717,312 shares of Common Stock, Warrants to Purchase (the
"Warrants") up to 2,000,000 shares of Common Stock, one or more series of
Preferred Stock (the "Preferred Stock") to be issued at aggregate offering
prices not to exceed $10,000,000 and unsecured Subordinated Notes (the
"Subordinated Notes") to be issued in one or more series not to exceed
$50,000,000 in aggregate principal amount, all of which the Company proposes to
issue and sell from time to time in connection with business combinations. The
Common Stock, the Warrants, the Preferred Stock and the Subordinated Notes are
collectively referred to as the "Securities."
We have examined originals or copies of (i) the Articles of Incorporation of the
Company, as amended, (ii) the Bylaws of the Company, as amended, (iii) certain
resolutions of the Board of Directors (the "Board") of the Company, and (iv)
such other documents and records as we have deemed necessary and relevant for
the purposes hereof. We have relied upon certificates of public officials and
officers of the Company as to certain matters of fact relating to this opinion
and have made such investigations of law as we have deemed necessary and
relevant as a basis hereof. We have not independently verified any factual
matter relating to this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and records submitted to us as copies, and the conformity to original documents,
certificates and records of all documents, certificates and records submitted to
us as copies. We have also assumed that (x) the
<PAGE>
Group Maintenance America Corp.
June 21, 1999
Page 2
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective, (y) all Securities will be issued and
sold in compliance with applicable federal and state securities laws and in the
manner stated in the Registration Statement and any appropriate prospectus
supplement, and (z) the Indenture dated as of December 31, 1998 (the
"Indenture") between the Company and State Street Bank and Trust Company, as
Trustee, has been duly authorized, executed and delivered by the Trustee and has
been qualified under the Trust Indenture Act of 1939, as amended.
Based upon the foregoing, and subject to the limitations and assumptions set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Texas;
2. The Common Stock to be issued by the Company has been duly authorized,
and when issued and delivered by the Company against consideration
therefor as described in the Registration Statement pursuant to Board
authorization of the transactions contemplated by such Registration
Statement, such shares will be duly and validly issued, fully paid and
nonassessable;
3. When the Board authorizes the transactions contemplated by the
Registration Statement, upon receipt of the consideration therefor,
the Warrants will be duly and validly authorized and issued and will
be binding obligations of the Company;
4. When the Board establishes the terms of a series of Preferred Stock
and authorizes the transactions contemplated by the Registration
Statement, upon the filing of a certificate of designation with
respect to such series of Preferred Stock with the Secretary of State
of the State of Texas and receipt of the consideration for such
shares, the shares of such series of Preferred Stock will be duly and
validly authorized and issued, fully paid and nonassessable; and
5. The Subordinated Notes to be issued by the Company have been duly
authorized, and when the terms of a series of Subordinated Notes have
been established, upon receipt of the consideration therefor and
authentication thereof by the Trustee, the Subordinated Notes of such
series will be validly issued and binding obligations of the Company
entitled to the benefits of the Indenture.
<PAGE>
Group Maintenance America Corp.
June 21, 1999
Page 3
The foregoing opinion is based on and is limited to the laws of the State of
Texas that pertain specifically to for-profit corporations, and we render no
opinion with respect to any other law.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. By giving such consent
we do not admit that we are experts with respect to any part of the Registration
Statement, including this exhibit, within the meaning of the term "expert" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission issued thereunder.
Very truly yours,
Bracewell & Patterson, L.L.P.
<PAGE>
EXHIBIT 12
Group Maintenance America Corp. and Subsidiaries
Computation of Ratios of Earnings to Fixed Charges
and Earnings to Fixed Charges and Preferred Stock Dividends
(in thousands, except ratio of earnings to fixed charges and
ratio of earnings to fixed charges and preferred stock dividends)
(Unaudited)
<TABLE>
<CAPTION>
Ten months
Quarter ended Year ended ended Year ended Year ended Year ended
March 31, December 31, December 31, February 28, February 29, February 28,
1999 1998 1997 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings available for fixed charges:
Income (loss) before income tax provision $ 10,675 $ 46,255 $ (810) $ 3,908 $ 3,790 $ 1,700
Fixed Charges 6,923 9,963 2,117 514 493 306
---------------------------------------------------------------------------------
Total earnings available for fixed charges
and for fixed charges and preferred
dividends $ 17,598 $ 56,218 $ 1,307 $ 4,422 $ 4,283 $ 2,006
=================================================================================
Fixed Charges:
Interest expense (a) $ 5,792 $ 6,595 $ 1,542 $ 82 $ - $ -
Interest portion of rent expense (b) 1,131 3,368 575 432 493 306
---------------------------------------------------------------------------------
Total fixed charges 6,923 9,963 2,117 514 493 306
Preferred dividends -- -- -- -- -- --
---------------------------------------------------------------------------------
Total fixed charges and preferred dividends $ 6,923 $ 9,963 $ 2,117 $ 514 $ 493 $ 306
=================================================================================
Ratio of earnings to fixed charges 2.54 5.64 - 8.60 8.69 6.56
Dollar amount of coverage deficiency $ 810
===========
Ratio of earnings to fixed charges
and preferred dividends 2.54 5.64 - 8.60 8.69 6.56
Dollar amount of coverage deficiency $ 810
===========
(a) - Includes amortization of deferred debt issue costs
(b) - Estimated at 25% of rent expenses
</TABLE>
<PAGE>
EXHIBIT 23.2
The Board of Directors
Group Maintenance America Corp.:
We consent to the use of our reports incorporated by reference herein and to
the reference to our firm under the heading "Experts" in the prospectus
constituting part of the Registration Statement.
KPMG LLP
Houston, Texas
June 21, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ David L. Henninger
--------------------------------
David L. Henninger
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Chester J. Jachimiec
--------------------------------
Chester J. Jachimiec
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Timothy Johnston
--------------------------------
Timothy Johnston
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Andrew Jeffrey Kelly
--------------------------------
Andrew Jeffrey Kelly
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Donald L. Luke
--------------------------------
Donald L. Luke
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Thomas B. McDade
--------------------------------
Thomas B. McDade
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Lucian L. Morrison
--------------------------------
Lucian L. Morrison
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Robert Munson, III
--------------------------------
Robert Munson, III
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ James P. Norris
--------------------------------
James P. Norris
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ Fredric J. Sigmund
--------------------------------
Fredric J. Sigmund
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ John M. Sullivan
--------------------------------
John M. Sullivan
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ James D. Weaver
--------------------------------
James D. Weaver
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Group Maintenance America Corp., a Texas corporation (the
"Company"), of up to 6,500,000 shares of its Common Stock, $0.001 par value, to
be issued by the Company in connection with proposed acquisitions, the
undersigned officer or director of the Company hereby constitutes and appoints
Randolph W. Bryant and Darren B. Miller, and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, for the undersigned and on the undersigned's behalf and in the
undersigned's name, place and stead, in any and all capacities, to sign, execute
and file a registration statement relating to such securities to be filed with
the Securities and Exchange Commission on such Form as, in the opinion of
counsel for the Company, is appropriate, together with all amendments thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all the
said attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereto signed this power of
attorney this 21st day of June, 1999.
/s/ William M. Witz
--------------------------------
William M. Witz
