BUILDING ONE SERVICES CORP, SC 13D/A, 1999-02-11

BUILDING ONE SERVICES CORP
SC 13D/A, 1999-02-11
BLANK CHECKS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 1)*
Building One Services Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.001
- --------------------------------------------------------------------------------
(Title of Class of Securities)

120114103
-----------------------------------------
(CUSIP Number)

Mr. Andrew Africk
Boss Investment LLC
c/o Apollo Management, L.P.
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
212-261-4000

with copies to:
Michael D. Weiner, Esq. John J. Suydam, Esq.
Apollo Management, L.P. O'Sullivan Graev & Karabell, LLP
1999 Avenue of the Stars, Suite 1900 30 Rockefeller Plaza, 24th Floor
Los Angeles, CA 90067 New York, NY 10012
310-201-4100 212-408-2400

- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 7, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule,

1
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including all exhibits. See (S)240.13d-7 for other parties to whom copies
are to be sent

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.

2
<PAGE>

CUSIP No. ...................

<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Boss Investment LLC*............................................................................................

- -------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X...........................................................................................................

(b).............................................................................................................

- -------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only....................................................................................................

- -------------------------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO...........................................................................
- -------------------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).............................
- -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware........................................................................................................
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
Number of
Shares Bene- 7. Sole Voting Power -0-..............................................................................
ficially ---------------------------------------------------------------------------------------------------------
Owned by Each
Reporting 8. Shared Voting Power -0-............................................................................
Person With: ---------------------------------------------------------------------------------------------------------

9. Sole Dispositive Power -0-.........................................................................
---------------------------------------------------------------------------------------------------------

10. Shared Dispositive Power -0-....................................................................
- -------------------------------------------------------------------------------------------------------------------------

11. Aggregate Amount Beneficially Owned by Each Reporting Person -0-...............................................
- -------------------------------------------------------------------------------------------------------------------------

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)...........................
- -------------------------------------------------------------------------------------------------------------------------

13. Percent of Class Represented by Amount in Row (11) -0-.......................................................
- -------------------------------------------------------------------------------------------------------------------------

14. Type of Reporting Person (See Instructions) OO.................................................................
</TABLE>

3
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Apollo Investment Fund IV, L.P.*................................................................................

- -------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X...........................................................................................................

(b).............................................................................................................

14. Type of Reporting Person (See Instructions) PN.................................................................

....................................................................................................................

</TABLE>

4
<PAGE>

Apollo Overseas Partners IV, L.P.*..............................................................................

- -------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X...........................................................................................................

(b).............................................................................................................

- -------------------------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO...........................................................................
- -------------------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).............................
- -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Cayman Islands..................................................................................................
- -------------------------------------------------------------------------------------------------------------------------

14. Type of Reporting Person (See Instructions) PN.................................................................

....................................................................................................................

</TABLE>

5
<PAGE>

Apollo Advisors IV, L.P.*.......................................................................................

- -------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X...........................................................................................................

(b).............................................................................................................

14. Type of Reporting Person (See Instructions) PN.................................................................

.........................................................................................................................

....................................................................................................................

</TABLE>

6
<PAGE>

* On December 23, 1998, Boss Investment LLC, a Delaware limited liability
company (the "Investor"), owned by Apollo Investment Fund IV, L.P. and Apollo
--------
Overseas Partners IV, L.P., entered into an Agreement and Plan of Merger (the
"Merger Agreement"), with Building One Services Corporation, a Delaware
------ ---------
corporation (the "Issuer"). In connection with the Merger Agreement, the
------
Investor entered into a Stockholders Agreement dated as of December 23, 1998
(the "Stockholders Agreement") with Jonathan Ledecky ("Ledecky"). Pursuant to
------------ ---------- -------
the Stockholders Agreement, Ledecky, owning approximately 9.5% of the issued and
outstanding shares of Common Stock (assuming the exercise of the warrant held by
Ledecky), agreed to vote, and granted a related proxy to vote, his Common Stock
in favor of the Merger Agreement and the Merger. The Stockholders Agreement
provided that it would terminate upon the date upon which the Merger Agreement
is terminated in accordance with its terms.

On February 7, 1999, the Investor entered into a Termination Agreement
("Termination Agreement") with the Issuer, whereby the Merger Agreement was
---------------------
terminated. Under its terms, the Stockholders Agreement terminated upon
termination of the Merger Agreement. Thus, the Investor no longer beneficially
owns any shares of Common Stock of the Issuer.

7
<PAGE>

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

No funds are necessary to effectuate the transactions
contemplated by the Termination Agreement (as defined in Item 4).

ITEM 4. PURPOSE OF TRANSACTION

The purpose of the transaction is to terminate the Agreement
and Plan of Merger, dated as of December 23, 1998 (the "Merger
Agreement"), between the Investor and the Issuer.

On February 7, 1999, the Investor and the Issuer entered the
Termination Agreement (the "Termination Agreement"), whereby the
Investor and the Issuer mutually agreed to terminate the Merger
Agreement in accordance with Section 8.1(a) of the Merger Agreement.
Investor no longer beneficially owns any shares of Common Stock of the
Issuer.

The foregoing description of the Termination Agreement
(including the Press Release attached as an exhibit thereto) is
qualified in its entirety by reference to the text of such document,
which is filed as an exhibit to this Amendment No. 1 to Schedule 13D and
is incorporated herein by reference.

The Reporting Entities have no present plans or proposals to
acquire securities of the Issuer. However, the Reporting Entities
reserve the right to acquire additional securities and to participate in
future transactions with respect to the Issuer's Securities.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b) The Reporting Entities have no interest, direct or indirect in
securities of the Issuer.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER

The responses set forth in Item 4 and Item 5 are incorporated
herein.

8
<PAGE>

ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT

1. Termination Agreement dated as of February 7, 1999, among
Boss Investment LLC, a Delaware limited liability company, and
Building One Services Corporation, a Delaware corporation (including
the Press Release attached as an exhibit thereto).

9
<PAGE>

After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct. In addition, by signing below, the undersigned agrees
that this Amendment No. 1 to Schedule 13D may be filed jointly on behalf of each
of Boss Investment LLC, Apollo Investment Fund IV, L.P., Apollo Advisors IV,
L.P. and Apollo Overseas Partners IV, L.P.

Dated as of the 10th day of February, 1999.

<TABLE>
<S> <C>
BOSS INVESTMENT LLC APOLLO ADVISORS IV, L.P.

By: Apollo Capital Management IV, Inc.,
By: /s/ Michael D. Weiner its General Partner
------------------------------------
Name: Michael D. Weiner
Title: Vice President By: /s/ Michael D. Weiner
------------------------------------
Name: Michael D. Weiner
Title: Vice President

APOLLO INVESTMENT FUND IV, L.P. APOLLO OVERSEAS PARTNERS IV, L.P.

By: Apollo Advisors IV, L.P., By: Apollo Advisors IV, L.P.,
its General Partner its General Partner

By: Apollo Capital Management IV, Inc., By: Apollo Capital Management IV, Inc.,
its General Partner its General Partner

By: /s/ Michael D. Weiner By: /s/ Michael D. Weiner
------------------------------------ ------------------------------------
Name: Michael D. Weiner Name: Michael D. Weiner
Title: Vice President Title: Vice President
</TABLE>

<PAGE>

EXHIBIT 1

TERMINATION AGREEMENT dated as of February
7, 1999 (this "Agreement"), between BOSS
---------
INVESTMENT LLC, a Delaware limited liability
company ("Investor") and BUILDING ONE SERVICES
--------
CORPORATION, a Delaware corporation (the
"Company").
-------

WHEREAS, the Investor and the Company are parties to the Agreement and Plan
of Merger dated as of December 23, 1998 (the "Merger Agreement").
----------------

WHEREAS, the parties desire to terminate the Merger Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual benefits to
be derived from this Agreement and the representations, warranties, covenants,
agreements and conditions hereinafter set forth, the parties hereto hereby agree
as follows:

ARTICLE I

AGREEMENTS

1.1 Termination.
-----------

The Investor and the Company agree that the Merger Agreement is hereby
terminated in accordance with Section 8.1(a) of the Merger Agreement (it being
understood that the Investor will not hereafter assert a termination of the
Merger Agreement under any other subsection of Section 8.1).

1.2 Press Releases; Non-Disparagement.
---------------------------------

(a) The Investor and the Company agree to consult with each other
before issuing, and provide each other the opportunity to review and comment
upon, any press release or other public statement that (i) relates to this
Agreement or the transactions contemplated by the Merger Agreement or (ii)
includes the name of the other party or Apollo Management, L.P. or any of its
affiliates. Neither the Investor nor the Company shall issue any such press
release or make any such public statement without the prior written consent of
the other party unless required by law. Notwithstanding the foregoing, the
Company agrees to issue prior to 9:00 a.m. on February 8, 1999, and the Investor
consents to the issuance of, the press release set forth in Exhibit 1.2(a).
--------------
(b) The Investor and the Company agree (on their own behalf and on
behalf of each of their respective officers and directors) not to make or
publish, or cause to be made or published, any statement or information that
disparages, defames or in any way impugns the reputation of the Investor, Apollo
Management, L.P., the Company or any of their respective subsidiaries or
affiliates, or any employees or representatives thereof.
<PAGE>

1.3 Financing Sources.
-----------------

The Investor agrees that if requested by any of the financing sources that
it has worked with in connection with the transactions contemplated by the
Merger Agreement, it will not object to such financing sources providing
financing to the Company.

ARTICLE II

MISCELLANEOUS PROVISIONS

2.1 Counterparts.
------------

This Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.

2.2 Governing Law.
-------------
This Agreement shall be governed and construed in accordance with the laws
of the State of Delaware.

* * *
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.

BOSS INVESTMENT LLC

/s/ Michael Gross
By: ____________________________
Name: Michael Gross
Title: Vice-President

BUILDING ONE SERVICES CORPORATION

/s/ F. Traynor Beck
By: ____________________________
Name: F. Traynor Beck
Title: EVP and General Counsel
<PAGE>

[LOGO] BUILDING
O.N.E
SERVICES CORPORATION PRESS RELEASE
--------------------------------------------------------

For immediate release - February 8, 1999 Release No. 99-002

BUILDING ONE SERVICES CORPORATION
(NASDAQ - "BOSS") Company
Contact: Timothy Clayton
Building One Services
Corporation
(202) 261-6000
[email protected]

BUILDING ONE SERVICES ANNOUNCES TENDER OFFER PLAN

. Mutually Terminates Transaction with Apollo Management, L.P. Affiliate over
Proposed Transaction Amendments

. Announces Board Approval to Commence Tender Offer for 50% of Outstanding
Shares and Stock Options at $25 Per Share

. Announces Preliminary 4th Quarter Results of $0.38 Per Diluted Share, Topping
Analyst Consensus Estimates

. Announces 25% Increase in Year over Year Same Unit Backlog of $693.5
million vs. $553.4 million

Washington, D.C. (February 8, 1999)--Building One Services Corporation (NASDAQ:
BOSS) today announced that it has agreed to mutually terminate its merger
agreement with Boss Investment LLC, an affiliate of Apollo Management, L.P.,
entered into on December 23, 1998.

The merger agreement was conditioned on a number of items, including Boss
Investment's comfort with arrangements with management of Building One Services
regarding their stock after the recapitalization. Building One Services and Boss
Investment have been unable to agree to satisfactory terms with respect to such
arrangements and other matters and, therefore, have mutually terminated the
merger agreement.

Building One Services also announced that its Board of Directors has approved a
tender offer by the Company for approximately 23 million shares at $25 per share
plus 50% of outstanding stock options. The Company expects to receive shortly a
commitment letter from a major financial institution for $350 million in
high-yield debt financing and $350
<PAGE>

BUILDING ONE SERVICES CORPORATION

- --------------------------------------------------------------------------------
Press Release 99-002

million in a revolving credit facility. These instruments, coupled with
approximately $215 million in cash on the Company's balance sheet, will be used
to effect the tender offer, which is expected to commence next week. The $700
million in outside financing is expected to be subject to a number of customary
conditions, including completion of due diligence and execution of a definitive
credit agreement. The tender offer is expected to be completed in April 1999.

"We are gratified that Boss Investment has agreed to release the investment
bankers and commercial bankers who had conducted simultaneous due diligence so
that we may proceed to negotiate directly with them concerning the proposed
financing for our tender offer," said Jonathan Ledecky, Chairman and Chief
Executive Officer of Building One Services.

"Our strong financial results, when coupled with improvements in the capital
markets for high yield financing since December, including the completion of two
high-yield debt financings by our direct competitors, is expected to enable us
to move forward with the proposed tender offer," said Timothy Clayton, Executive
Vice President and Chief Financial Officer of Building One Services. "This
transaction provides value to our shareholders and reconfigures our balance
sheet in a manner to provide a higher return on equity. In addition, this
transaction will preserve a significant public float in Building One Services
stock," said Clayton.

Building One Services Corporation also announced preliminary diluted earnings
per share of $0.38 for the fourth quarter and $1.16 for the year ended December
31, 1998. The full year results reflect a restatement of prior quarterly results
resulting from changes in the accounting treatment for certain acquisitions
that were previously accounted for as pooling-of-interests transactions.
Detailed financial results for the fourth quarter and full year will be released
in early March following the completion of the Company's annual audit.

"We are pleased that our fourth quarter results came in above the analyst
consensus estimate of $0.37 per share," said Timothy Clayton. "We are also
pleased that our 1998 year-end backlog expanded 25% to $693.5 million from year
ago levels of $553.4 million on a same unit basis," said Clayton.
<PAGE>

BUILDING ONE SERVICES CORPORATION

- --------------------------------------------------------------------------------
Press Release 99-002

Under the proposed tender offer, the Company is expected to utilize
approximately $575 million to repurchase approximately 23 million shares out of
approximately 46 million shares projected to be outstanding at the time of the
tender offer. In addition, the Company expects to spend approximately $15
million to repurchase 50% of outstanding stock options. It is estimated that the
Company will have approximately $20 million in financing, legal, accounting, and
other one-time charges associated with the tender offer.

"Given our historical run-rate of approximately $130 million in earnings before
interest, taxes, depreciation and amortization (EBITDA), our total debt to
EBITDA ratio would be approximately 3.0x and our EBITDA to debt service ratio
would be approximately 3.25x following the proposed tender offer financing.
These ratios should enable us to secure a significant credit facility to allow
us to continue our acquisition program, satisfy our projected earnout payment
requirements and provide for appropriate capital expenditures for the coming
fiscal year," said Clayton.

Building One Services Corporation is a leader in the facilities services
industry and has a corporate goal of becoming 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.
Building One Services currently has annualized revenues of approximately $1.2
billion and has acquired companies in the electrical, mechanical and janitorial
segments of the facilities services industry.

The press release contains forward-looking statements. Such statements relate
to, among other things, the transactions contemplated by the tender offer; the
ability to secure the financing for the tender offer; the level of indebtedness
to be incurred by the Company; the ability to finance acquisitions; the future
earnings of the Company; and the Company's acquisition program. Any or all of
our forward-looking statements in this press release or in any other public
statements we make may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties,
including, without limitation, the following: the risks associated with
significant indebtedness, the dependence on key personnel of the Company and
hourly wage and technical employees; risks related to the Company's
consolidation strategy; its ability to complete acquisitions and the continuing
consolidation in the industry; 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 and its other public filings.
<PAGE>

BUILDING ONE SERVICES CORPORATION

- --------------------------------------------------------------------------------
Press Release 99-002

Building One Services Corporation will hold a conference call on Monday,
February 8, 1999 at 9:30 a.m. Eastern time. To participate in the call from the
United States, dial in on 1-800-650-8824. For all callers outside of the United
States, dial in on 703-736-7228. All callers should ask to be included in the
"Building One Services Corporation Conference Call."

-End-