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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
August 24, 1998
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CONSOLIDATION CAPITAL CORPORATION
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(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
DELAWARE 000-23421 52-2054952
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(STATE OR JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
800 CONNECTICUT AVENUE, N.W., SUITE 1111, WASHINGTON, D.C. 20006
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(202) 261-6000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On August 24, 1998, Consolidation Capital Corporation (the "Company") issued a
press release announcing that its Board of Directors authorized the repurchase
of up to 3,100,000 shares of the Company's common stock. In addition, the
Company announced that its Board of Directors approved a change in the Company's
name to Building One Services Corporation. The new name is subject to
stockholder approval at the Company's 1998 Annual Meeting, which will be held on
September 15, 1998 at the Willard Inter-Continental Washington Hotel in
Washington, D.C. The press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
(i) Press Release
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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.
CONSOLIDATION CAPITAL CORPORATION
Dated: August 27, 1998 By: /s/ F. Traynor Beck
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F. Traynor Beck
Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
99.1 Press Release
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EXHIBIT 99.1
CONSOLIDATION CAPITAL CORPORATION
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FOR IMMEDIATE RELEASE - AUGUST 24, 1998 RELEASE NO. 98-015
CONSOLIDATION CAPITAL CORPORATION CONTACT: TIMOTHY C. CLAYTON
(NASDAQ - "BUYR") CONSOLIDATION CAPITAL CORPORATION
(202) 261-6000 EDELMAN FINANCIAL
ELLIOTT SLOANE
(212) 704-8126
CONSOLIDATION CAPITAL CORPORATION ANNOUNCES
STOCK BUYBACK PROGRAM
Washington, D.C. (August 24, 1998) - Consolidation Capital Corporation (Nasdaq:
BUYR) today announced that its Board of Directors has authorized the repurchase
of up to 3,100,000 shares of Consolidation Capital common stock.
"We have set the number of shares to be repurchased to approximate the number of
shares that we intend to issue in specific acquisitions that we expect to close
in the near future," said Jonathan Ledecky, Chairman and CEO of Consolidation
Capital. "At the current market price of our stock, this repurchase is a sound
investment for the Company, which has more than $320 million in cash. This cash
will also enable us to process our robust acquisition backlog," said Ledecky.
"The repurchases effectively maintain our public float at its current levels and
enable us to continue to incentivize the entrepreneurs of the acquired companies
by paying a significant amount of the purchase price with our stock, which they
have agreed to hold for up to two years," said Timothy Clayton, Chief Financial
Officer. "While at this time our Board of Directors has not authorized future
repurchases, we will continue to evaluate prevailing market and business
conditions to determine the appropriateness of additional stock repurchases,
whether in connection with future acquisitions or otherwise," said Clayton.
The repurchases, which represent up to approximately 7% of the Company's
42,958,536 currently outstanding shares of common stock, will be made from time
to time through open market or privately negotiated purchases at the discretion
of the Company and in accordance with the rules of the Securities and Exchange
Commission. The amount and timing of the repurchases will depend on the price
of the Company's common stock and market and business conditions, including the
amount and timing of acquisitions.
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CONSOLIDATION CAPITAL CORPORATION
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Press Release 98-015
Page 2
Consolidation Capital also announced that its Board of Directors has approved a
change in the Company's name to Building One Services Corporation. The Company
believes that Building One Services Corporation more accurately communicates the
Company's focus on the facilities services industry than the Company's present
name. The new name is subject to stockholder approval at the Company's 1998
Annual Meeting, which will be held on September 15, 1998 at the Willard Inter-
Continental Washington Hotel in Washington, D.C.
Consolidation Capital Corporation is consolidating the facilities services
industry to become a national single-source provider of facilities services.
Facility services companies provide many products and services needed for the
routine operation and maintenance of a building. Consolidation Capital
currently has annualized revenues of approximately $1.0 billion and has acquired
companies in the electrical, mechanical and janitorial segments of the
facilities services industry.
The foregoing information contains forward-looking statements. Among such
statements may be comments regarding the Company's acquisition program, growth
in revenues and earnings, operating efficiencies, and plans with respect to
potential new products or services. These statements are qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements, including, without limitation, the following: the
dependence on key personnel of the Company and hourly wage and technical
employees; risks related to the Company's consolidation strategy and its ability
to complete acquisitions; the ability to integrate acquisitions; risks related
to acquisition financing, including potential dilution; possible significant
amortization charges; exposure to downturns in commercial and industrial
construction; substantial competition; and other factors affecting the Company's
prospects described in the Company's most recent Registration Statement on Form
S-4 filed with the Securities and Exchange Commission on August 3, 1998.
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