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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-93665
PROSPECTUS
GROUP MAINTENANCE AMERICA CORP.
1,722,126 SHARES
COMMON STOCK
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The selling shareholders identified in this prospectus are offering to sell
up to an aggregate of 1,722,126 shares of common stock of Group Maintenance
America Corp. We will not receive any of the proceeds from the shareholders'
sale of the shares offered by this prospectus.
Our common stock trades on the New York Stock Exchange under the symbol
"MAK." The last reported sale price of our common stock on December 28, 1999, as
reported by the New York Stock Exchange, was $7 7/8 per share.
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INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
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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.
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The date of this prospectus is December 29, 1999.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Group Maintenance America Corp......... 3
Risk Factors........................... 4
Use of Proceeds........................ 8
Selling Shareholders................... 9
Plan of Distribution................... 10
Where You Can Find More Information.... 11
Legal Matters.......................... 12
Experts................................ 12
</TABLE>
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YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO
SELL THE SHARES OF COMMON STOCK. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS 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.
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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 of 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. Although we
believe that our plans and objectives reflected in or suggested by such
forward-looking statements are reasonable, they are subject to risks,
uncertainties and assumptions about us and we may not be able to achieve such
plans or objectives. Actual results may differ from projected results due, but
not limited, to unforeseen developments, including developments relating to the
following:
- 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
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;
- our ability to compete both with national companies and with local
companies; and
- other factors discussed under "Risk Factors" or elsewhere in this
document.
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 prospectus might not occur.
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GROUP MAINTENANCE AMERICA CORP.
We are a leading nationwide provider of mechanical and electrical services.
We provide services to commercial/industrial and residential customers through
our operations in 64 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 $1,441 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.
On November 2, 1999 we entered into a merger agreement pursuant to which
Building One Services Corporation will be merged with and into our company. See
"Where You Can Find More Information."
Our principal executive offices are located at 8 Greenway Plaza, Suite
1500, Houston, Texas 77046. Our phone number is (713) 860-0100.
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RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in our common stock.
WE MAY NOT BE ABLE TO FINANCE FUTURE NEEDS OR ADAPT OUR BUSINESS PLANS TO
CHANGES BECAUSE OF RESTRICTIONS PLACED ON US BY OUR INDEBTEDNESS.
The operating and financial restrictions and covenants in our credit
agreement and the indentures governing our notes adversely affect, and in fact
limit or prohibit, our ability to:
- finance future operations or capital needs, including acquisitions;
- respond to changes in our business or competitive activities;
- make acquisitions;
- pay dividends on or repurchase 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, any of our 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 which could cause a decrease
in the market value of our common stock.
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.
IF OUR ACQUISITION PROGRAM STRATEGY IS NOT ACHIEVED, OUR GROWTH WILL BE
DIMINISHED.
We plan to grow through acquisitions. This strategy requires that we
identify acquisition targets and negotiate and complete 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. We compete for potential acquisitions based on a number of factors,
including price, terms and conditions, size and ability to offer cash, stock or
other forms of consideration. 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.
OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND
MAKE US MORE VULNERABLE TO ADVERSE ECONOMIC CONDITIONS.
As of November 30, 1999, assuming we had completed all acquisitions we have
acquired subsequent to such date, we had outstanding $376.8 million of
consolidated indebtedness, of which approximately $242.6 million would have been
senior indebtedness. We will require substantial capital to finance our
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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 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.
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 our 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.
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 are 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 may 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.
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. Many companies
in our industry are currently experiencing shortages of qualified technicians.
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 or may require us to use
less-skilled labor which could adversely affect our ability to perform work.
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.
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WE FACE COMPETITION FROM OWNER-OPERATED COMPANIES AND LARGE PUBLIC COMPANIES AND
UTILITIES FOR THE SERVICES WE PROVIDE AND FOR THE BUSINESSES WE MAY WANT TO
ACQUIRE.
The mechanical and electrical service industries are very competitive with
few barriers to entry. 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. 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.
OUR BUSINESS MAY SUFFER IF WE DO NOT RETAIN OUR MANAGEMENT AND THE MANAGEMENT OF
THE BUSINESSES WE ACQUIRE.
We depend on our executive officers and senior management and on the senior
management of significant businesses we acquire. Our business could be adversely
affected 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.
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
continue 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.
OUR 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 November 30,
1999. These persons have substantial influence over the outcome of any matters
submitted to our 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 our other shareholders.
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 us 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 November 30, 1999, we had 38,344,681 shares of common stock
outstanding and approximately 25.5 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 accordance 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
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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. 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, the shares will be freely-tradeable in most cases.
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 our 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 operate, to pay our 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.
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;
- changing conditions in our industry; and
- sales of substantial amounts of our common stock or the perception that
such sales could occur.
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.
PROVISIONS IN OUR CHARTER DOCUMENTS AND STATE LAW MAY MAKE IT HARDER FOR OTHER
SHAREHOLDERS TO OBTAIN CONTROL OF US EVEN THOUGH SOME MIGHT CONSIDER SUCH
DEVELOPMENT MORE FAVORABLE TO CERTAIN INVESTORS.
Provisions in our Articles of Incorporation and Bylaws and the Texas
Business Corporation Act may delay, inhibit or prevent someone from gaining
control of us through a tender offer, business combination, proxy contest or
some other way. These provisions include:
- authorization in our Articles of Incorporation 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 Texas Business Corporation Act restriction on the ability of
shareholders to take action by written consent; and
- a Texas Business Corporation Act restriction on business combinations
with some types of interested shareholders.
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 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,
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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 year 2000 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 year 2000 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 year 2000 issues. Because of the complexity of the year 2000 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 year 2000 issue could
adversely affect our business, financial condition, results of operations or
prospects.
USE OF PROCEEDS
Since the shares of common stock covered by this prospectus are being sold
by the selling shareholders and not us, we will not receive any proceeds from
the sale of common stock under this prospectus.
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SELLING SHAREHOLDERS
The table below sets forth information relating to the ownership of our
common stock by the selling shareholders immediately prior to this offering and
after selling the shares of common stock in the offering. A group of
shareholders holding an aggregate of less than 1% of our common stock is
offering the aggregate number of shares set forth below opposite "Remainder of
Group" under the "Name of Selling Shareholder" column.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
BEFORE OFFERING AFTER OFFERING
-------------------- NUMBER OF SHARES ---------------------
NAME OF OF COMMON
SELLING SHAREHOLDER SHARES PERCENTAGE STOCK OFFERED SHARES PERCENTAGE
- --------------------------------------- ------- ---------- ---------------- ------- -----------
<S> <C> <C> <C> <C> <C>
Russell L. Bates 143,937(1) * 143,937(1) -- *
James T. Broyles 141,057 * 141,057 -- *
James C. Haltom 144,477(2) * 144,477(2) -- *
John Hines 82,555(3) * 82,555(3) -- *
The Hopkins Family Revocable Trust, 70,534 * 70,534 -- *
Dillard E. Hopkins, Jr. and Deborah
Lynn Hopkins, Co-Trustee U.T.D., June
18, 1998
Theodore J. Keenan 90,242 * 90,242 -- *
Robert Munson 555,437(4) 1.4% 555,437(4) -- *
Jack Vick 144,477(5) * 144,477(5) -- *
Remainder of Group 349,410 * 349,410 -- *
</TABLE>
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* Less than one percent
(1) The 1998 Russell L. Bates, III Grantor Retained Annuity Trust dated June 15,
1998 holds 43,883 of these shares.
(2) The 1998 James C. Haltom Grantor Retained Annuity Trust dated June 16, 1998
holds 45,818 of these shares.
(3) The 1998 John D. Hines Grantor Retained Annuity Trust dated June 30, 1998
holds 42,758 of these shares.
(4) The 1998 Robert Munson, III Grantor Retained Annuity Trust dated June 15,
1998 holds 129,399 of these shares.
(5) The 1998 Jack Vick Grantor Retained Annuity Trust dated June 30, 1998 holds
41,587 of these shares.
Each selling shareholder, at the time he or she acquired the shares to be
sold, agreed with us not to sell any shares during the 12-month period beginning
on the date of acquisition and to limit sales during each month in the next
12-month period to 3% of the shares acquired. Following the second anniversary
date of the acquisition of shares, there is no restriction on the number of
shares that may be sold.
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PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholders. We
will bear all costs, expenses and fees in connection with the registration of
the shares. The selling shareholders will bear their respective brokerage
commissions and similar selling expenses, if any, attributable to the sale of
their shares. All or part of the shares may be offered by the selling
shareholders from time to time in transactions on the New York Stock Exchange,
in privately negotiated transactions, through the writing of options on the
shares or a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The methods by which the
shares may be sold or distributed may include, but not be limited to, the
following:
- purchases by a broker or dealer as principal and resale by such broker or
dealer for its account;
- an exchange distribution in accordance with the rules of such exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- privately negotiated transactions;
- a cross or block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resale a
portion of the block as principal to facilitate the transaction;
- short sales, short sales against the box, puts and calls and other
transactions in our securities or derivatives thereof, in connection with
which the Selling Shareholder may sell and deliver the shares;
- short sales or borrowings, returns and reborrowings of the shares
pursuant to stock loan agreements to settle short sales;
- delivery in connection with the issuance of securities by issuers, other
than us, that are exchangeable for (whether optional or mandatory), or
payable in, such shares (whether such securities are listed on a national
securities exchange or otherwise) or pursuant to which such shares may be
distributed; and
- a combination of such methods of sale or distribution.
The selling shareholders may also sell such shares in accordance with Rule 144
under the Securities Act.
In effecting sales, brokers or dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the selling shareholders or from the
purchasers in amounts to be negotiated immediately prior to the sale.
This prospectus may also be used by donees of the selling shareholders or
other persons acquiring shares, including brokers who borrow the shares to
settle short sales of shares of common stock, and who wish to offer and sell
such shares under circumstances requiring or making desirable its use. From time
to time selling shareholders may pledge their shares pursuant to the margin
provisions of their respective customer agreements with respective brokers or
otherwise. Upon a default by a selling shareholder, the broker or pledgee may
offer and sell the pledged shares from time to time.
The selling shareholders and any broker-dealers who act in connection with
the sale of shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by them and any
profit on the resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. We have advised
the selling shareholders that because they may be deemed to be underwriters, the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy statements and other
information with the Securities and Exchange Commission ("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 located at:
- 450 Fifth Street, N.W.
Washington, D.C. 20549
- Seven World Trade Center
New York, New York 10048; and
- Northwest Atrium Center
500 West Madison Street
Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms and their copy charges.
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 the termination of the offering:
- Our Annual Report on Form 10-K for the year ended December 31, 1998, as
amended by Form 10-K/A;
- Our Quarterly Reports on Forms 10-Q for the quarters ended March 31,
1999, June 30, 1999, and September 30, 1999;
- Our Current Reports on Form 8-K filed November 24, 1999, November 5,
1999, 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
- Our Registration Statement on Form 8-A filed with the SEC on November 4,
1997.
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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
LEGAL MATTERS
The validity of the shares of common stock offered under this prospectus
has been passed upon for us by Bracewell & Patterson, L.L.P., Houston, Texas.
EXPERTS
The historical financial statements incorporated by reference in this
registration statement have been audited by various independent accountants. The
companies and periods covered by these audits are indicated in the individual
accountants' independent auditors' reports. Such financial statements have been
so included in reliance on the reports of the various independent accountants
given on the authority of such firms as experts in auditing and accounting.
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