GROUP MAINTENANCE AMERICA CORP, S-3, 1999-12-28

GROUP MAINTENANCE AMERICA CORP
S-3, 1999-12-28
CONSTRUCTION - SPECIAL TRADE CONTRACTORS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1999

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
GROUP MAINTENANCE AMERICA CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<S> <C>
TEXAS 76-0535259
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

RANDOLPH W. BRYANT
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
8 GREENWAY PLAZA, SUITE 1500 8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046 HOUSTON, TEXAS 77046
(713) 860-0100 (713) 860-0100
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE (NAME, ADDRESS, INCLUDING ZIP CODE AND
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE,
PRINCIPAL EXECUTIVE OFFICES) OF AGENT FOR SERVICE)
</TABLE>

---------------------
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) 221-2166
---------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value..... 1,722,126 shares $7.60 $13,088,158 $3,456
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the common
stock as reported on the New York Stock Exchange on December 22, 1999.
---------------------
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> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION, DATED DECEMBER 28, 1999

PROSPECTUS

GROUP MAINTENANCE AMERICA CORP.

1,722,126 SHARES

COMMON STOCK

---------------------

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 , 1999, as
reported by the New York Stock Exchange, was $ per share.

---------------------

INVESTING IN THE COMMON STOCK 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> 3

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>

---------------------

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.

---------------------

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.

2
<PAGE> 4

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.

3
<PAGE> 5

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
4
<PAGE> 6

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.

5
<PAGE> 7

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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<PAGE> 8

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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<PAGE> 10

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>

- ---------------

* 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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<PAGE> 11

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.

10
<PAGE> 12

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.

11
<PAGE> 13

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.

12
<PAGE> 14

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses to be incurred by Group
Maintenance America Corp. in connection with the issuance and distribution of
the common stock being registered. All amounts except the registration fee are
estimated.

<TABLE>
<S> <C>
Registration Fee............................................ $ 3,456
Legal Fees and Expenses..................................... $15,000
Accounting Fees............................................. $10,000
Printing Fees............................................... $ 4,000
Miscellaneous............................................... $ 2,544
-------
$35,000
=======
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 2.02A of the Texas Business Corporation Act (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., 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

II-1
<PAGE> 15

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.

Group Maintenance America Corp. has entered into employment agreements with
its executive officers pursuant to which Group Maintenance America Corp.
generally is obligated to indemnify such officers to the full extent permitted
by the TBCA as described above.

Group Maintenance America Corp. has purchased liability insurance policies
covering the directors and officers of Group Maintenance America Corp.,
including, to provide protection where Group Maintenance America Corp. 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.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
4.1(1) Form of Certificate representing the common stock, par value
$0.001 per share, of Group Maintenance America Corp.
4.2(2) Articles of Incorporation of Group Maintenance America
Corp., as amended.
4.3(3) Bylaws of Group Maintenance America Corp., as amended.
4.4(4) Form of Lock-up Agreement dated as of January 5, 1999
between Group Maintenance America Corp. and certain
shareholders of Group Maintenance America Corp.
5(5) Opinion of Bracewell & Patterson, L.L.P. as to the legality
of the common stock being offered.
23.1(5) Consent of Bracewell & Patterson, L.L.P. (included in its
opinion filed as Exhibit 5 hereto).
23.2(5) Consent of KPMG LLP.
23.3(5) Consent of PricewaterhouseCoopers LLP.
23.4(5) Consent of Frazier & Deeter, LLC.
23.5(5) Consent of Schenck & Associates SC.
24(5) Powers of Attorney
27(6) Financial Data Schedule.
</TABLE>

- ---------------

(1) Incorporated by reference from Exhibit 4.1 to Group Maintenance America
Corp.'s Form S-1 (Registration No. 333-34067).

(2) Incorporated by reference from Exhibit 3.1 to Group Maintenance America
Corp.'s Amendment No. 3 to Form S-1 (Registration No. 333-34067).

(3) Incorporated by reference from Exhibit 3.2 to Group Maintenance America
Corp.'s Amendment No. 3 to Form S-1 (Registration No. 333-34067).

(4) Incorporated by reference from Exhibit 10.1 to Group Maintenance America
Corp.'s Amendment No. 1 to Form S-4 (Registration No. 333-69533).

(5) Filed herewith.

(6) Incorporated by reference from Exhibit 27 to Group Maintenance America
Corp.'s Form 10-K for the year ended December 31, 1998, as amended by Form
10-K/A.

II-2
<PAGE> 16

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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;

(2) 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; and

(3) 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.

(b) 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 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.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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.

II-3
<PAGE> 17

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 December 27, 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 DECEMBER 27, 1999.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
JAMES P. NORRIS* Chairman of the Board; Director
- -----------------------------------------------------
James P. Norris

/s/ J. PATRICK MILLINOR, JR. Director and Chief Executive Officer
- ----------------------------------------------------- (principal executive officer)
J. Patrick Millinor, Jr.

/s/ DARREN B. MILLER Executive Vice President -- Chief Financial
- ----------------------------------------------------- Officer (principal financial officer)
Darren B. Miller

/s/ DANIEL W. KIPP Senior Vice President and Corporate Controller
- ----------------------------------------------------- (principal accounting officer)
Daniel W. Kipp

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

LUCIAN MORRISON* Director
- -----------------------------------------------------
Lucian Morrison

ROBERT MUNSON III* Director
- -----------------------------------------------------
Robert Munson III

FREDRIC SIGMUND* Director
- -----------------------------------------------------
Fredric Sigmund
</TABLE>

II-4
<PAGE> 18

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
JOHN M. SULLIVAN* Director
- -----------------------------------------------------
John M. Sullivan

JAMES D. WEAVER* Director
- -----------------------------------------------------
James D. Weaver

WILLIAM M. WITZ* Director
- -----------------------------------------------------
William M. Witz

(CONSTITUTING A MAJORITY OF THE BOARD OF DIRECTORS)

*By: /s/ RANDOLPH W. BRYANT
------------------------------------------------
Randolph W. Bryant
(Attorney-in-fact for persons indicated)
</TABLE>

II-5
<PAGE> 19

INDEX TO EXHIBITS

<TABLE>
<S> <C>
4.1(1) Form of Certificate representing the common stock, par value
$0.001 per share, of Group Maintenance America Corp.
4.2(2) Articles of Incorporation of Group Maintenance America
Corp., as amended.
4.3(3) Bylaws of Group Maintenance America Corp., as amended.
4.4(4) Form of Lock-up Agreement dated as of January 5, 1999
between Group Maintenance America Corp. and certain
shareholders of Group Maintenance America Corp.
5(5) Opinion of Bracewell & Patterson, L.L.P. as to the legality
of the common stock being offered.
23.1(5) Consent of Bracewell & Patterson, L.L.P. (included in its
opinion filed as Exhibit 5 hereto).
23.2(5) Consent of KPMG LLP.
23.3(5) Consent of PricewaterhouseCoopers LLP.
23.4(5) Consent of Frazier & Deeter, LLC.
23.5(5) Consent of Schenck & Associates SC.
24(5) Powers of Attorney
27(6) Financial Data Schedule.
</TABLE>

- ---------------

(1) Incorporated by reference from Exhibit 4.1 to Group Maintenance America
Corp.'s Form S-1 (Registration No. 333-34067).

(2) Incorporated by reference from Exhibit 3.1 to Group Maintenance America
Corp.'s Amendment No. 3 to Form S-1 (Registration No. 333-34067).

(3) Incorporated by reference from Exhibit 3.2 to Group Maintenance America
Corp.'s Amendment No. 3 to Form S-1 (Registration No. 333-34067).

(4) Incorporated by reference from Exhibit 10.1 to Group Maintenance America
Corp.'s Amendment No. 1 to Form S-4 (Registration No. 333-69533).

(5) Filed herewith.

(6) Incorporated by reference from Exhibit 27 to Group Maintenance America
Corp.'s Form 10-K for the year ended December 31, 1998, as amended by Form
10-K/A.

II-6

<PAGE> 1

EXHIBIT 5

December 27, 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 and filing of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the sale
by Selling Shareholders of a maximum of 1,722,126 shares (the "Shares") of
common stock, $0.001 par value, of the Company.

We have examined originals or copies certified by officers of the Company of
(a) the Articles of Incorporation, as amended, of the Company, (b) the Bylaws
of the Company, (c) certified copies of certain resolutions adopted by the
Board of Directors of the Company and (d) such other documents and records as
we have deemed necessary and relevant for the purposes hereof. In addition, we
have relied on certificates of officers of the Company and of public officials
and others 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 assumed the genuineness of all signatures, the authenticity of
all documents and records submitted to us as copies, the conformity to
authentic original documents and records of all documents and records submitted
to us as copies, and the truthfulness of all statements of fact contained
therein.

Based on the foregoing, subject to the limitations, assumptions and
qualifications 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; and

2. the Shares have been duly and validly authorized and issued and are
fully paid and nonassessable, and, subject to the Registration
Statement becoming effective and compliance with applicable state
securities or Blue Sky laws, when sold by the Selling Shareholders in
the manner set forth in the Prospectus included in the Registration
Statement, will continue to be validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion with the Commission as Exhibit
5 to the Registration Statement and to the references to our firm under the
heading "Legal Matters" in the Prospectus included in the Registration
Statement. By giving such consent, we do not admit that we are within
<PAGE> 2

the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.

Very truly yours,

Bracewell & Patterson, L.L.P.

-2-

<PAGE> 1

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 this prospectus.

/s/ KPMG LLP
KPMG LLP
Houston, Texas
December 27, 1999

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Group
Maintenance America Corp. of our report dated February 12, 1999, except as to
Note 3, which is as of March 23, 1999, relating to the financial statements of
Building One Services Corporation, which appears in Group Maintenance America
Corp.'s Form 8-K filed on November 24, 1999. We also consent to the reference to
us under the heading "Experts" in such Prospectus.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
December 27, 1999

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 19, 1998, relating to the
financial statements of Perimeter Maintenance Corporation which appear in Group
Maintenance America Corp's Form 8-K filed on November 24, 1999. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.

/s/ Frazier & Deeter, LLC
Frazier & Deeter, LLC
Atlanta, Georgia
December 27, 1999

<PAGE> 1

EXHIBIT 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 17, 1998, relating to the
financial statements of Crest International, LLC which appears in Building One
Services Corporation's Annual Report on Form 10-K for the year ended December
31, 1998. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.

/s/ Schenck & Associates SC
Schenck & Associates SC
Green Bay, Wisconsin
December 23, 1999

<PAGE> 1
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

The undersigned, in his capacity as a Director of Group Maintenance
America Corp., a Texas corporation (the "Company"), does hereby appoint Randolph
W. Bryant and Darren B. Miller, and each of them, severally, his true and lawful
attorneys, or attorney, to execute in his name, place and stead, in his capacity
as a Director of the Company, a Registration Statement on Form S-3 for the
registration of shares of the Company's common stock, par value $.001 per share,
that may be offered for sale by shareholders of the Company and any and all
amendments and post-effective amendments to said Registration Statement, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, granting to each of said
attorneys the full power and authority to do and perform, with or without the
other of said attorneys, in the name and on behalf of the undersigned, in any
and all capacities, every lawful act whatsoever requisite or necessary to be
done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the lawful acts of said attorneys and each of them.

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ DAVID L. HENNIGER
------------------------------------
David L. Henninger

<PAGE> 2
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ CHESTER J. JACHIMIEC
----------------------------------
Chester J. Jachimiec

<PAGE> 3
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ DONALD L. LUKE
----------------------------------
Donald L. Luke

<PAGE> 4
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ LUCIAN L. MORRISON
----------------------------------
Lucian L. Morrison

<PAGE> 5
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ ROBERT MUNSON III
----------------------------------
Robert Munson III

<PAGE> 6
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ JAMES P. NORRIS
----------------------------------
James P. Norris

<PAGE> 7
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ FREDRIC J. SIGMUND
----------------------------------
Fredric J. Sigmund

<PAGE> 8
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ JOHN M. SULLIVAN
----------------------------------
John M. Sullivan

<PAGE> 9
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ JAMES D. WEAVER
----------------------------------
James D. Weaver

<PAGE> 10
EXHIBIT 24

GROUP MAINTENANCE AMERICA CORP.

POWER OF ATTORNEY

IN TESTIMONY WHEREOF, the undersigned has executed this instrument
this 27th day of December, 1999.

/s/ WILLIAM M. WITZ
----------------------------------
William M. Witz