SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20547
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 18, 1999
THE SERVICEMASTER COMPANY
(Exact name of registrant as specified in its certificate)
Commission File Number:
Delaware One ServiceMaster Way 36-3858106
Downers Grove, IL 60515
(State or other jurisdiction (Address of I.R.S. Employer
of incorporation or organization) executive office) Identification No.)
Registrant's telephone number, including area code: (630) 271-1300
<PAGE>
Item 5. Other Events
Issuance of News Release Regarding the Completion of LandCare Merger.
The ServiceMaster Company, a Delaware corporation (the "Company"),
announced the completion of the LandCare Merger through a news release dated
March 18, 1999.
Exhibit:
1. News Release dated March 18, 1999.
Signature
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.
THE SERVICEMASTER COMPANY
(Registrant)
By: /s/ Vernon T. Squires
Sr. Vice President and General Counsel
Exhibit 1 to Form 8-K
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For further information contact:
Claire Buchan, VP Comm, (630)271-2150
Bruce Duncan, VP IR, (630)271-2187 Steve
Preston, CFO, (630)271-2637 Peter Forbes,
LandCare CFO, (713)331-4145
FOR IMMEDIATE RELEASE
March 18, 1999
SERVICEMASTER AND LANDCARE USA, INC. ANNOUNCE
COMPLETION OF MERGER
DOWNERS GROVE, Illinois -- ServiceMaster (NYSE:SVM) and LandCare USA, Inc.
(NYSE:GRW) today announced the successful completion of the acquisition of
LandCare by ServiceMaster, following the approval of the transaction at today's
LandCare stockholders' meeting. Based on a exchange ratio of 0.55, ServiceMaster
will issue approximately 10.2 million shares in exchange for approximately 18.5
million outstanding LandCare shares. The closing price of ServiceMaster shares
on the New York Stock Exchange on March 17, 1999 was $18.8125.
The merger creates the largest commercial landscaping company in America
with annualized revenues in excess of $550 million. The combined company will
provide landscape and tree services to customers through more than 100 locations
in metropolitan centers across the country. The acquisition broadens
TruGreen-ChemLawn's ability to integrate fully its traditional fertilizer and
weed control services with landscape maintenance and installation, as well as
indoor plantcare for commercial customers.
"Combining TruGreen-ChemLawn and LandCare is a strategic expansion of our
most profitable business unit and will provide great benefits to the customers,
associates and shareholders of both companies. We believe this acquisition will
position us to capitalize on the significant opportunities in the $20 billion
commercial and institutional landscape and tree services industry as we offer
customers an expanded array of green services," said Carlos Cantu, ServiceMaster
President and Chief Executive Officer. "The commercial landscape market has been
growing at double-digit rates and is ripe for consolidation. We look forward to
taking advantage of these growth opportunities."
William F. Murdy, LandCare Chairman and CEO, said, "We believe that with
this merger, we will be able to capitalize on the operational expertise of
TruGreen-ChemLawn to serve our customers better, while at the same time
increasing opportunity for our employees."
ServiceMaster serves more than 10.5 million customers in the United States
and in 41 countries around the world, with annual customer level revenue of $6.4
billion. ServiceMaster is a network of quality service companies with two major
operating segments, ServiceMaster Consumer Services and ServiceMaster Management
Services.
ServiceMaster Consumer Services now includes eight market-leading
companies-- TruGreen-ChemLawn, Terminix, American Home Shield, Rescue Rooter,
ServiceMaster Residential and Commercial Services, Merry Maids, AmeriSpec and
Furniture Medic-- which operate through the ServiceMaster Quality Service
Network of approximately 5,800 U.S. Company-owned locations and franchised
businesses.
ServiceMaster Management Services is the leading facilities management
company serving health care, education, and business and industrial facilities
with management of plant operations and maintenance, housekeeping, clinical
equipment maintenance, food service, laundry, grounds and energy.
In accordance with the Private Securities Litigation Reform Act of 1995,
the Company notes that statements that look forward in time, which include
everything other than historical information, involve risks and uncertainties
that may affect the Company's actual results of operations. Factors which could
cause actual results to differ materially include the following (among others):
weather conditions adverse to certain of the Company's Consumer Services
businesses, the entry of additional competitors in any of the markets served by
the Company, labor shortages, consolidation of hospitals in the healthcare
market, the condition of the U.S. economy, the inability of key suppliers to
achieve timely Y2K compliance in their delivery systems or the inability of the
Company to make its own systems Y2K compliant, and other factors listed from
time to time in the Company's filings with the Securities and Exchange
Commission.
