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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: January 20, 2000
(DATE OF EARLIEST EVENT REPORTED: JANUARY 14, 2000)
GROUP MAINTENANCE AMERICA CORP.
(Exact name of registrant as specified in its charter)
Texas 1-13565 76-0535259
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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 that it will hold a special meeting of its shareholders at 9:30 a.m.,
Houston time, on February 22, 2000, at the Houston City Club, Greenway Plaza,
Houston, Texas (the "Special Meeting"). At the Special Meeting, shareholders
will be asked to approve the Agreement and Plan of Merger, dated November 2,
1999 (the "Merger Agreement") between Building One Services Corporation
("Building One") and the Company. Under the terms of the Merger Agreement,
Building One will be merged with and into the Company (the "Merger"). In
conjunction with the Merger, the name of the combined company will become
Encompass Services Corporation and its shares will trade under the ticker symbol
"ESR" on the New York Stock Exchange. At the Special Meeting, shareholders also
will be asked to approve the issuance of the Company's 7.25% convertible
preferred stock to an affiliate of Apollo Management, L.P. in connection with
the Merger and to approve two stock-based employee plans.
In connection with the Merger, the Company also announced that it has
commenced a tender offer and consent solicitation for all of its outstanding
9 3/4% Senior Subordinated Notes due 2009 (the "Notes"). On January 14, 2000,
the Company issued a press release announcing the Special Meeting and the tender
offer and consent solicitation for the Notes. The Company hereby incorporates by
reference into this Item 5 the press release, attached hereto as Exhibit 99(a).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99(a) Press release issued January 14, 2000.
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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: January 20, 2000
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EXHIBIT INDEX
EXHIBIT
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99(a) Press release issued January 14, 2000.
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EXHIBIT 99(a)
GROUPMAC(TM)
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
(888) 626-4984
FOR FURTHER INFORMATION MAK-0002
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<S> <C> <C> <C>
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
</TABLE>
GROUPMAC ANNOUNCES MEETING TO APPROVE MERGER:
Company Commences Cash Tender Offer for 9 3/4%
Senior Subordinated Notes Due 2009;
Name of Combined Company to be Encompass Services Corporation
HOUSTON, January 14, 2000-- Group Maintenance America Corp. (GroupMAC) (NYSE:
MAK), a leading national provider of mechanical and electrical services, today
announced that it will hold a special meeting of its shareholders at 9:30 a.m.,
Houston, Time, on February 22, 2000, at the Houston City Club, Greenway Plaza,
Houston, Texas. At the meeting, shareholders will be asked to approve the merger
agreement which provides for Building One Services Corporation (NASDAQ: BOSS) to
merge with and into GroupMAC. The merger plans and basic terms were previously
announced on November 3, 1999. In conjunction with the merger, the name of the
combined company will become Encompass Services Corporation and its shares will
trade under the ticker symbol "ESR" on the New York Stock Exchange.
Shareholders will also be asked to approve the issuance of GroupMAC's 7.25%
convertible preferred stock to an affiliate of Apollo Management, L.P. in
connection with the merger and to approve two stock-based employee plans.
GroupMAC's board of directors has set January 18, 2000 as the record date for
the special meeting of shareholders. GroupMAC will begin mailing proxy
solicitation materials to GroupMAC shareholders on that date and will mail cash
election forms to them shortly thereafter. The electronic version of the proxy
materials will be accessible via the U.S. Securities and Exchange Commission's
"EDGAR" system. ChaseMellon Shareholder Services will assist GroupMAC in
soliciting proxies for the meeting.
In connection with the merger, GroupMAC also announced that it has commenced a
tender offer and consent solicitation for all of its outstanding 9 3/4% Senior
Subordinated Notes due 2009 (the Notes). Consideration for Notes tendered under
the tender offer will be equal to 100% of the principal amount (the Tender Offer
Consideration), plus accrued and unpaid interest to, but not including, the date
that the Notes are accepted for payment under the tender offer (the Payment
Date), payable on the Payment Date. The tender offer will expire at 5:00 p.m.,
New York City time, on February 14, 2000 (the Expiration
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Date), unless extended. Holders of Notes must tender their Notes on or prior to
the Expiration Date in order to receive the Tender Offer Consideration.
In conjunction with the tender offer, GroupMAC is soliciting consents of
registered holders of Notes to proposed amendments to the indenture under which
the Notes were issued. GroupMAC will pay to holders who validly consent to the
proposed amendments on or prior to 11:59 p.m., New York City time, on January
28, 2000 (the Consent Date), unless extended, an amount in cash equal to $10.00
for each $1,000 principal amount of the Notes for which consents have been
validly delivered and not validly revoked (Consent Payment), with such payment
to be made on the Payment Date, if, but only if, the Notes are accepted for
payment pursuant to the terms of the tender offer.
The tender offer is subject to the satisfaction of certain conditions, including
the consummation of the merger, receipt of financing, the valid tender of at
least a majority in aggregate principal amount of the outstanding Notes and the
execution of a supplemental indenture implementing proposed amendments to the
indenture removing substantially all of the restrictive covenants and certain
event of default provisions currently contained in the indenture.
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 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, the company
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."
