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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 25, 2000
(DATE OF EARLIEST EVENT REPORTED: FEBRUARY 22, 2000)
ENCOMPASS SERVICES CORPORATION
(FORMERLY NAMED GROUP MAINTENANCE AMERICA CORP.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-13565 76-0535259
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 860-0100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 22, 2000, in accordance with the terms of the Agreement and
Plan of Merger, dated as of November 2, 1999, as amended (the "Merger
Agreement"), between Group Maintenance America Corp. (the "Registrant") and
Building One Services Corporation ("Building One"), Building One was merged with
and into the Registrant. In connection with the merger, the Registrant changed
its name to Encompass Services Corporation, and its common stock continues to be
listed on the New York Stock Exchange under the symbol ESR.
Under the terms of the Merger Agreement, each share of common stock, $.001
par value, of Building One ("Building One Common Stock") outstanding at the
effective time of the merger was converted into the right to receive 1.25 shares
of common stock, $.001 par value, of the Registrant (the "Registrant's Common
Stock"). On February 21, 2000, there were 28,125,023 shares of Building One
Common Stock outstanding, and thus upon the merger, the Building One
stockholders became entitled to receive up to an aggregate of 35,156,279 shares
of the Registrant's Common Stock. No fractional shares of the Registrant's
Common Stock will be issued. In lieu of the issuance of any fractional shares
of the Registrant's Common Stock, ChaseMellon Shareholder Services, L.L.C., as
Exchange Agent and agent for the holders of Building One Common Stock, shall, as
soon as practicable after the merger, sell the aggregate amount of fractional
shares at then prevailing prices on the New York Stock Exchange in the manner
provided for in the Merger Agreement. The Exchange Agent shall then determine
the portion of this amount to which each holder of Building One Common Stock
shall be entitled pursuant to the Merger Agreement. As soon as practicable after
the determination of the amounts of cash, if any, to be paid to holders of
Building One Common Stock in lieu of any fractional share interest, the Exchange
Agent shall make available such amount to such holders of Building One Common
Stock. The Registrant's Common Stock issued pursuant to the Merger Agreement was
registered under the Securities Act of 1933, as amended, on Form S-4
(Registration No. 333-93649).
In connection with the merger, the Registrant also issued to affiliates of
Apollo Investment, L.P. 256,191 shares of the Registrant's 7.25% Convertible
Preferred Stock (the "Preferred Stock") in exchange for $150 million in cash and
all of the outstanding 7 1/2% convertible junior subordinated debentures of
Building One. The Preferred Stock matures in 2012 and is convertible into the
Registrant's Common Stock at a conversion price of $14.00 per share, subject to
adjustment under certain circumstances. The cash was used to fund the right of
the Registrant's shareholders to elect to receive in the merger cash for up to
50% of their shares of the Registrant's Common Stock at $13.50 per share,
subject to proration. The cash election was over-subscribed, canceling
11,048,500 shares of the Registrant's Common Stock.
Building One was a provider of integrated facilities services in the United
States. A description of the assets and business of Building One is more fully
set forth in, or incorporated by reference into, the Registrant's joint proxy
statement/prospectus dated January 18, 2000 contained in Part I of the
Registrant's Registration Statement on Form S-4 (Registration No. 333-93649)
which is included as Exhibit 2 hereto. The Registrant intends to continue to
operate the business and assets of Building One in substantially the same manner
as they were operated prior to the merger.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Financial Statements.
Required financial statements will be filed in an amendment to this form
not later than 60 days after the date that this initial report on Form 8-K is
required to be filed.
(c) Exhibits.
The following exhibit has heretofore been filed with the Securities and
Exchange Commission and is incorporated herein by reference and made a part
hereof:
2 - Prospectus dated January 18, 2000 contained in Part I of the
Registrant's Registration Statement on Form S-4 (Registration No.
333-93649).
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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.
ENCOMPASS SERVICES CORPORATION
(formerly named Group Maintenance America Corp.)
By: /s/ Randolph W. Bryant
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Randolph W. Bryant
Vice President, General Counsel and Secretary
Date: February 25, 2000
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