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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 2, 2000
(DATE OF EARLIEST EVENT REPORTED: JANUARY 26, 2000)
GROUP MAINTENANCE AMERICA CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-13565 76-0535259
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 860-0100
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ITEM 5. OTHER EVENTS.
Group Maintenance America Corp., a Texas corporation (the "Company"),
announced on January 26, 2000 that it had adjusted the previously announced
consent payment pursuant to its outstanding tender offer and consent
solicitation for all of its outstanding 9 3/4% Senior Subordinated Notes due
2009 (the "Notes"). The Company increased the consent payment to an amount in
cash equal to $30 for each $1,000 principal amount of the Notes for which
consents were validly delivered and not validly revoked to certain proposed
amendments to the indenture pursuant to which the Notes were issued.
On February 1, 2000, the Company announced that it had received tenders and
consents from holders representing a majority of the $130 million outstanding
principal amount of the Notes. The Company hereby incorporates by reference into
this Item 5 each of the press releases, attached hereto as Exhibits 99(a) and
99(b), respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99(a) Press release issued January 26, 2000.
99(b) Press release issued February 1, 2000.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GROUP MAINTENANCE AMERICA CORP.
By: /s/Randolph W. Bryant
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Randolph W. Bryant
Senior Vice President,
General Counsel and Secretary
Date: February 2, 2000
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EXHIBIT INDEX
EXHIBIT
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99(a) Press release issued January 26, 2000.
99(b) Press release issued February 1, 2000.
4
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GroupMAC/TM/
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
(888) 626-4984
FOR FURTHER INFORMATION
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AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Darren B. Miller, CFO Norha Lee Phil Kranz Bob Schwaller
Russell K. Bay, Vice President General Inquiries Analyst Inquiries Media Inquiries
(888) 626-4984 (212) 661-8030 (312) 640-6669 (972) 830-2295
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GROUP MAINTENANCE AMERICA CORP. AMENDS TENDER OFFER AND CONSENT SOLICITATION
FOR ITS 9-3/4% SENIOR SUBORDINATED NOTES DUE 2009
HOUSTON, JANUARY 26, 2000 - GROUP MAINTENANCE AMERICA CORP. (GROUPMAC) (NYSE:
MAK), a leading national provider of mechanical and electrical services,
announced today that it has adjusted the previously announced Consent Payment
pursuant to its outstanding tender offer and consent solicitation for all of its
outstanding 9-3/4% Senior Subordinated Notes due 2009 (the "Notes").
GroupMAC will now pay to holders who validly consent to certain proposed
amendments to the indenture pursuant to which the Notes were issued on or prior
to 11:59 P.M., New York City time, on January 31, 2000, an amount in cash equal
to $30.00 for each $1,000 principal amount of the Notes for which consents are
validly delivered and not validly revoked ("Consent Payment"), with such payment
to be made on the date that the Notes are accepted for payment pursuant to the
tender offer (the "Payment Date"), if, but only if, the Notes are accepted for
payment pursuant to the terms of the tender offer.
Holders of Notes who have previously validly tendered (and not validly
withdrawn) Notes and delivered consents pursuant to the tender offer and consent
solicitation need not take any further action to tender their Notes or deliver
consents. Such holders who have previously validly tendered their Notes
(assuming such tenders of Notes are not validly withdrawn) and delivered
consents will receive the increased Consent Payment on the date that the Notes
are accepted for payment pursuant to the tender offer.
The consideration for the Notes tendered pursuant to the tender offer remains
equal to 100% of the principal amount thereof plus accrued and unpaid interest
to, but not including, the Payment Date, payable on the Payment Date.
The tender offer will now expire at 11:59 P.M., New York City time, on
February 14, 2000, unless extended. The tender offer remains subject to the
satisfaction of certain conditions, including the consummation of the merger
between GroupMAC and Building One Services Corporation, receipt of financing,
the valid tender of at least a majority in aggregate principal
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amount of the outstanding Notes and the execution of a supplemental indenture
implementing proposed amendments to the indenture removing substantially all
of the restrictive convenants and certain event of default provisions currently
contained in the indenture.
Banc of America Securities LLC is acting as the dealer manager and D.F. King &
Co., Inc. is acting as information agent in connection with the tender offer and
consent solicitation for the Notes. The depositary for the tender offer is State
Street Bank and Trust Company. Copies of the Offer to Purchase and Consent
Solicitation Statement and additional information concerning the terms of the
tender offer may be obtained by contacting Banc of America Securities LLC at
888-292-0070 (toll free) or 704-388-4813 (collect).
Group Maintenance America Corp. is a leader in the $120+ billion market of
providing mechanical and electrical services to commercial, industrial and
residential customers nationwide. Headquartered in Houston, Texas, GroupMAC
currently has operations in 112 locations in 29 states throughout the United
States and has annual revenues of approximately $1.6 billion.
ADDITIONAL GROUPMAC INFORMATION AND PRESS RELEASES ARE AVAILABLE ON GROUPMAC'S
WEBSITE AT HTTP://WWW.GROUPMAC.COM
FOR ADDITIONAL INFORMATION REGARDING GROUP MAINTENANCE AMERICA CORP.
VIA FAX, AT NO COST, DIAL 1-800-PRO-INFO AND ENTER "MAK."
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EXHIBIT 99(b)
[GroupMAC logo]
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
(888) 626-4984
FOR FURTHER INFORMATION
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Darren B. Miller, CFO Bob Schwaller Phil Kranz
Russell K. Bay, Vice President General & Media Inquiries Analyst Inquiries
(888) 626-4984 (972) 830-2295 (312) 640-6669
FOR IMMEDIATE RELEASE
TUESDAY, FEBRUARY 1, 2000
GROUP MAINTENANCE AMERICA CORP. ANNOUNCES RECEIPT OF
MAJORITY CONSENTS IN CONNECTION WITH DEBT TENDER OFFER
HOUSTON, February 1, 2000 - Group Maintenance America Corp. (GroupMAC)
(NYSE:MAK), a leading national provider of mechanical and electrical services,
announced today that it has received tenders and consents from holders
representing a majority of the $130 million outstanding principal amount of
9 3/4% Senior Subordinated Notes due 2009, and as a result, the requisite
noteholder approvals have been received for the proposed amendments to the
indenture governing the notes. GroupMAC will execute the supplemental indenture
implementing the proposed amendments, but such amendments will not become
operative unless and until all validly tendered notes are purchased in the
tender offer.
The Consent Payment Deadline for the tender offer expired at 11:59 PM, New York
City time, on January 31, 2000. The tender offer will expire at 11:59 PM, New
York City time, on February 14, 2000, unless extended.
Closing of the tender offer is subject to certain customary conditions,
including the consummation of the merger between GroupMAC and Building One
Services Corporation and receipt of financing. The merger of Building One with
and into GroupMAC is expected to close in late February.
Banc of America Securities LLC is the dealer manager, D.F. King & Co., Inc. is
acting as information agent and State Street Bank and Trust Company is acting as
the depository for the tender offer. Information concerning the tender offer,
the consent solicitation, the consideration to be paid and additional
information concerning the terms of the tender offer may be obtained by
contacting Bank of America Securities LLC at 888-292-0070 (toll free) or
704-388-4813 (collect).
-more-
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GroupMAC
Add-1-
Group Maintenance America Corp. is a leader in the $120+ billion market of
providing mechanical and electrical services to commercial, industrial and
residential customers nationwide. Headquartered in Houston, Texas, GroupMAC
currently has operations in 112 locations in 29 states throughout the United
States and has annual revenues of approximately $1.6 billion.
Additional GroupMAC information and press releases are available on GroupMAC's
website at http://www.groupmac.com.
For additional information regarding Group Maintenance America Corp.
via fax, at no cost, dial 1-800-PRO-INFO and enter "MAK."
