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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. )*
Integrated Electrical Services, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
45811E 10 3
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(CUSIP Number)
Jerry Mills
2535 Walnut Hill Lane
Dallas, Texas 75229
(214) 357-4300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
CUSIP NO. 45811E 10 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Mills
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,380,662 11.5%
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,380,662 11.5%
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,662 11.5%
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of Common Stock, par value $0.01 per
share (the "Common Stock"), of Integrated Electrical Services, Inc., a Delaware
corporation (the "Issuer"). The address of the Company's principal executive
office is 2301 Preston, Houston, Texas 77003.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is filed on behalf of Jerry Mills (the
"Reporting Person"), an individual whose business address is 2535 Walnut Hill
Lane, Dallas, Texas 75229 and his principal occupation is that of Senior Vice
President and Chief Operating Officer -- Commercial and Industrial for the
Issuer;
(d) During the last five years the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors);
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a natural person and a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Mills acquired beneficial ownership of 232,957 shares of Common Stock
on September 4, 1997 and acquired beneficial ownership of another 2,147,705
shares of Common Stock on January 30, 1998 in connection with the acquisition
by the Issuer of all the issued and outstanding capital stock of Mills
Electrical Contracting, Inc. ("Mills") in exchange for shares of Common Stock of
the Issuer and cash (the "Acquisition"). Mr. Mills owned 92% of the of the
capital stock of Mills prior to the Acquisition.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Mills acquired his shares of Common Stock for investment purposes and
in connection with the Acquisition. Mr. Mills intends to review his
investment in the Issuer on a continuing basis and, depending upon the price of
the Common Stock, subsequent developments affecting the Issuer, the Issuer's
business and prospects, general stock market and economic conditions, tax
considerations and other factors deemed relevant, may decide to increase or
decrease his current investment in the Common Stock of the Issuer. However,
Mr. Mills' shares are subject to certain contractual restrictions on transfer
pursuant to the terms of the Acquisition and that certain Lock-up Agreement
between Mr. Mills and the Issuer, dated as of January 30, 1998 (see Item 6).
Mr. Mills is a director of the Issuer and has entered into a 5-year
employment agreement with the Issuer.
Except as set forth in this Item 4, Mr. Mills does not have any plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 to Schedule 13D.
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ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
There were 20,709,627 shares of Common Stock outstanding as of January 30,
1998, the date of the consummation of the Acquisition. Mr. Mills is deemed to
be the beneficial owner of 2,380,662 shares of Common Stock, which constitute
approximately 11.5% of the total issued and outstanding shares of Common Stock
at January 30, 1998.
Mr. Mills has the sole power to vote or direct the vote and the sole power
to dispose or to direct the disposition of all shares of Common Stock he
beneficially owns. Other than the 2,380,662 shares of Common Stock reported on
this Schedule 13D which Mr. Mills acquired on September 4, 1997 and on January
30, 1998 pursuant to the Acquisition, Mr. Mills has not acquired any shares of
Common Stock in the last 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the terms of the Acquisition and a lock-up agreement with the
Issuer, Mr. Mills' shares of Common Stock are subject to certain contractual
restrictions on transfer. These restrictions relate to all the 2,380,662
shares of Common Stock beneficially owned by Mr. Mills.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement among the Issuer and the stockholders of
Mills, dated October 21, 1997 (incorporated by reference to Exhibit 2.9 to
the Issuer's Registration Statement on Form S-1 filed October 24, 1997
(Registration No. 333-38715) ("Form S-1")).
2. Lock-up Agreement between the Issuer and Jerry Mills, dated
January 30, 1998 (incorporated by reference to Exhibit 10.6 to Amendment
No. 4 to the Form S-1).
3. Form of Employment Agreement (incorporated by reference to
Exhibit 10.1 to the Form S-1.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 9, 1998
/s/ Jerry Mills
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JERRY MILLS
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