As filed with the Securities and Exchange Commission on May 10, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
The ServiceMaster Company
(Exact name of registrant as specified in its charter)
Delaware 36-3858106
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One ServiceMaster Way
Downers Grove, Illinois 60515-1700
(630) 271-1300
(Address and telephone number of principal executive offices)
--------------------
Options Assumed by The ServiceMaster Company Originally
Granted Under the American Residential Services, Inc.
1996 Incentive Plan and
1997 Employee Incentive Plan
Vernon T. Squires
Senior Vice President and General Counsel
The ServiceMaster Company
One ServiceMaster Way, Downers Grove, Illinois 60515-1700
(630) 271-1300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copy to:
Robert S. Osborne, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601-6636
(312) 861-2000
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------- --------------- ----------------------------- ------------------------- ------------------
Proposed maximum Amount of
Title of securities to Amount to be Proposed maximum offering aggregate offering registration fee
be registered registered price per share price (1) (1)
- ------------------------- --------------- ----------------------------- ------------------------- ------------------
- ------------------------- --------------- ----------------------------- ------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share, and
related preferred stock 796,518 $6.49- $87.55 $33,190,905.06 $9,227.07
purchase rights shares weighted average $41.67
- ------------------------- --------------- ----------------------------- ------------------------- ------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The maximum aggregate offering price and the amount of
the registration fee have been computed in accordance with Rule 457(h)
based upon the weighted average price at which issued options may be
exercised. The Registrant does not intend to issue any additional options
under either of the above mentioned plans.
The shares of Common Stock registered hereunder are issuable in
connection with stock options assumed by the Registrant pursuant to that certain
Agreement and Plan of Merger by and among the Registrant, a wholly-owned
subsidiary of the Registrant and American Residential Services, Inc. ("ARS")
dated March 22, 1999. Pursuant to the merger contemplated by such Agreement and
Plan of Merger, which was effected on April 29, 1999 pursuant to Section 253 of
the Delaware General Corporation Law, ARS became a wholly-owned subsidiary of
the Registrant. These options were originally granted by ARS to employees of ARS
under the 1996 Incentive Plan and the 1997 Employee Incentive Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Rule 416 under the Securities Act, this
Registration Statement shall be deemed to cover any additional shares offered
under the above mentioned plans in order to reflect stock splits, stock
dividends, mergers and other capital changes.
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by The ServiceMaster Company
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference into this Registration Statement (File No
1-14762):
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, including all material incorporated
by reference therein.
2. The Company's Current Report on Form 8-K filed on January 6,
1999, February 2, 1999, March 16, March 18, 1999 and
April 27, 1999.
3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A.
All other reports and documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and
Exchange Act, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered under this
Registration Statement have been sold or which deregisters all securities then
remaining unsold hereunder, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such reports and
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The ServiceMaster Company (the "Company") is incorporated under the
laws of the State of Delaware. Section 145 of the DGCL, inter alia ("Section
145") provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any
2
<PAGE>
threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer, director,
employee or agent is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses that such officer or director has actually and reasonably incurred.
Article Ten of the Restated Certificate ("Article Ten") provides that
no person shall have any liability of any kind by reason of a Relevant Loss
(defined below) caused in whole or in part by any act or failure to act which
occurred while such person was an officer or director of the Company except: (i)
obligations arising under the express terms of any written contract to which
such person is a party; (ii) the obligation to return to the Company an amount
up to the value actually realized by such person by stealing or by any other
action which constitutes a criminal felony; (iii) any liability imposed by
contract or applicable law which is founded on, arises from or is related to
activities by such person (or such person's agents or affiliates) which are in
competition with any business of the Company or any of its affiliates; and (iv)
any other liability from which it shall not be possible to exempt such person
under applicable law either as constituted on the date on which the Restated
Certificate was filed with the Secretary of State of Delaware (the "Filing
Date") or at any time thereafter. The term "Relevant Loss" designates and
includes any loss, damage or expense of any kind (i) experienced for any reason
by the Company or by any entity controlled by the Company; (ii) which any person
may experience by reason of any purchase (or failure to purchase), maintenance
of an interest in, sale (or failure to sell) or failure to obtain payment of any
amount due on any note, debenture, preferred stock, common stock or other
security issued or issuable by the Company or (iii) which shall otherwise be
caused in whole or in part by or arise in connection with (or would not have
occurred but for) such person's service as a director or officer of the Company.
In addition, Article Ten provides that every director of the Company shall be
exempt (except to the extent expressly set forth therein) from any personal
liability to the Company or any of the Company's stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent
permitted by (i) Section 102(b)(7) of the DGCL as constituted on the Filing Date
or (ii) any provision of the law of the State of Delaware as constituted at any
time after the December 11, 1991.
Except as otherwise provided in the Restated Certificate, Article
Eleven of the Restated Certificate ("Article Eleven") provides that the Company
shall indemnify any person against, and shall reimburse, such person for any
amount which such person shall pay to satisfy, settle or otherwise deal with,
any attempt to impose any liability or obligation of any kind upon such person
if such attempt or such liability or obligation or both shall arise in
connection with or by reason of, or would not have arisen but for, Covered
Service (defined below) by such person (or any agreement by such person to serve
as a director or officer of the Company or to provide other Covered Service)
including, but not limited to: (i) any claim resulting from any loss, injury,
damage, harm or other disadvantage which the Company, any affiliate, any
employee plan or any person who acquires, holds, or disposes of any interest in
any security issued by the Company suffers or is alleged to have suffered; (ii)
any claim resulting from any act or failure to act by any person which is (or is
alleged to be) beyond the scope of his or her authority, contrary to
instructions or orders or contrary to his or her duties or applicable law; and
(iii) any attempt by any governmental authority or other person to impose any
fine or penalty or to obtain any other recovery by reason of any actual or
alleged breach of any law or other governmental requirement.
The term "Covered Service" designates and includes: (a) service as a
director or officer of the Company; (b) service by a person while he or she is
an officer or director of the Company (i) as an agent or representative of the
Company, (ii) in any other capacity with the Company, (iii) as a director,
officer, employee, agent or representative of, or in any other capacity with,
any affiliate, (iv) in any capacity with any Employee Plan (as defined therein),
and (v) in any other capacity in which such person shall have been asked to
serve by the Company's Board of Directors or Chief Executive Officer; (c) any
services which constituted "Covered Service" under the Amended and Restated
Agreement of United Partnership for ServiceMaster Limited Partnership; and (d)
any other service of any kind by any person with any organization or entity of
any kind (whether or not affiliated with the Company) which shall be designated
in writing as Covered Service by a majority of the members of the Company's
Board of Directors or by the Company's Chief Executive Officer. Service is
deemed to constitute "Covered Service" if it is so designated by the terms in
the preceding
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<PAGE>
sentence regardless of whether it shall have been performed prior to, at, or
after the time Article Eleven became part of the Company's Certificate of
Incorporation. Any person is entitled to rely upon any written confirmation
provided by the Company's Chief Executive Officer or by the Company's Board of
Directors that service by such person in any capacity specified in such
confirmation will constitute Covered Service and to rely upon the protection
afforded by Article Eleven in connection with such service.
Except to the extent the Company shall otherwise expressly agree in
writing, the Company is not obligated under Article Eleven to reimburse any
person for or otherwise indemnify any person against: (a) any obligation the
person may have under any written contract except to the extent such obligation
arises by reason of any action taken by such person to satisfy, settle or
otherwise deal with any claim against which such person is entitled to
indemnification from the Company under Article Eleven or otherwise; (b) any
income taxes payable by reason of salary, bonus or other income or gain actually
realized by such person in connection with any Covered Service; (c) any
liability imposed by contract or applicable law which is founded on, arises from
or is related to activities by such person (or such person's agents or
affiliates) which are in competition with any business of the Company or any of
its affiliates; and (d) any obligation to pay an amount up to the value
personally realized by such person by stealing or by any other action which
constitutes a criminal felony. Except as otherwise provided in the Restated
Certificate, the Company is not obligated under Article Eleven to indemnify any
person in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by the Board of
Directors of the Company.
Article Eleven provides that each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director or officer of the
Company, agreed to serve as a director or officer of the Company or is or was
providing any other Covered Service, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer of the Company
or in any other Covered Service position, shall, except as otherwise provided
therein, be indemnified and hold harmless by the Company to the fullest extent
authorized by Delaware law against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties arising under the
Employee Retirement Income Security Act, as amended from time to time, and
amounts paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director or officer of the Company or to provide any other
Covered Service and shall inure to the heirs, executors and administrators of
such person.
Article Eleven provides that the Company shall reimburse any Covered
Person (as defined therein) for any payment made by such person for any legal
fees or other expenses reasonably incurred by such person in order to
investigate, evaluate, defend against, pay in full, settle or otherwise deal
with (i) any Covered Claim (as defined therein) or (ii) any development or state
of facts which could give rise to a Covered Claim.
Article Eleven also provides that any officer of the Company or any
member of its Board of Directors shall have the right and power to execute on
behalf of the Company any written contract with any other person providing
indemnification or other protection to such other person in connection with
service by such other person as a director or officer of the Company or in
connection with any other Covered Service by such person, and any such contract
shall be legal, valid and binding upon the Company and shall be enforceable
against the Company in accordance with its terms to the maximum extent permitted
by Article Eleven or by applicable law, if it shall be approved by a majority of
the members of the Company's Board of Directors exclusive of the person to whom
indemnification is provided by such contract. The rights of any person under any
particular contract made in accordance with the provisions of the preceding
sentence shall not be impaired or eliminated (i) by reason of the fact that all
or any one or more of the members of the Board who approved such contracts shall
be parties to contracts affording them similar protection (regardless of when
those other contracts shall have been approved or signed) or shall otherwise
have been provided with protection similar to that provided in the particular
contract or shall be subject to the same claims against which the particular
contract is intended to protect or (ii) for any other reason whatsoever. It is
expressly intended that each person with whom the Company shall enter into a
written contract to provide indemnification or other protection in connection
with such person's service as an officer or director of the Company or in
connection with other Covered Service by such person shall be entitled to rely
upon (and shall conclusively be presumed to have relied upon) the rights which
such contract purports to provide to such person. No separate written contract
shall however be necessary in order for any person to obtain any indemnification
or payment to which Article Eleven purports to entitle such person, and any
Covered Person
4
<PAGE>
who has no separate contact of any kind with the Company shall be entitled to
receive all indemnification, payments and other benefits which the provisions in
Article Eleven purport to provide to such Covered Person.
The rights to indemnification and payment provided by Article Eleven
are not exclusive of any other right of any kind which any person may have or at
any time acquire under or by reason of any other provision in the Restated
Certificate, the Company's By-Laws, any agreement, any law or other action by
any governmental authority, or otherwise.
Article Eleven authorizes the Company to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Company, or is or was serving in any other capacity with the Company, any
Employee Plan or any other organization against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the provisions of Article Eleven, under
applicable law or otherwise.
In addition, Section 145 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and
incurred by him in any such capacity, arising out of his status as such, whether
or not the corporation would otherwise have the power to indemnify him under
Section 145.
All of the Company's directors and the officers are covered by
insurance policies maintained and held in effect by the Company against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
5
<PAGE>
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of Downers Grove, State of Illinois, on May 10,
1999.
The ServiceMaster Company, As Registrant
By: /s/ Vernon T. Squires
Vernon T. Squires
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on May 10, 1999 by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
<S> <C>
Chairman and Director of The ServiceMaster
* Company
C. William Pollard
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
President, Chief Executive Officer and Director
* of The ServiceMaster Company
Carlos H. Cantu
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Senior Vice President and Chief Financial Officer
* of The ServiceMaster Company
Steven C. Preston
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Vice Chairman and Director of The ServiceMaster
* Company
Charles W. Stair
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Vice Chairman and Director of The ServiceMaster
* Company
Phillip B. Rooney
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Paul W. Berezny, Jr.
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Henry O. Boswell
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Brian Griffiths
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Sidney E. Harris
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Herbert P. Hess
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Michele M. Hunt
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
7
<PAGE>
Director of The ServiceMaster Company
*
Gunther H. Knoedler
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
James D. McLennan
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Vincent C. Nelson
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Dallen W. Peterson
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Steven S Reinemund
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
Burton E. Sorensen
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
Director of The ServiceMaster Company
*
David K. Wessner
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of The ServiceMaster Company, which Powers
of Attorney are herewith filed with the Securities and Exchange Commission on
behalf of such officers and directors.
By: /s/ Vernon T. Squires
Vernon T. Squires
Attorney-in-Fact
8
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<TABLE>
<CAPTION>
EXHIBIT INDEX
- ------------------ ------------------------------------------------------------------------------ ------------------
Exhibit Sequentially
Number Description of Document Numbered Page
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
<S> <C> <C>
4.1 Shareholder Rights Agreement between The ServiceMaster
Company and the Harris Trust and Savings Bank as adopted on
December 12,1997 is incorporated by reference to Exhibit 3 to
the Current Report on Form 8-K as filed by ServiceMaster
Limited Partnership on December 29, 1997 (the "SMLP December
29, 1997 8-K" and to Exhibit 3 to the Current Report on Form
8-K as filed by The ServiceMaster Company on Form 8-K on
February 26, 1998 (second of three 8-K reports filed on that
date)(the "Company February 26, 1998 8-K, No. 2").
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.2 The ServiceMaster Company Certificate of Designation, Preferences and Rights
of Junior Participating Preferred Stock, Series A, is incorporated by
reference to Exhibit 4 to the SMLP December 29, 1997 8-K and to Exhibit 4 to
the Company February 26, 1998 8-K, No. 2.
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.3 Indenture dated as of August 15, 1997 among The ServiceMaster Company (as
successor to ServiceMaster Limited Partnership and The ServiceMaster
Company Limited Partnership) and the Harris Trust and Savings Bank as
trustee is incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-3 of the ServiceMaster Limited Partnership and
ServiceMaster Incorporated of Delaware filed with the Securities and
Exchange Commission on July 28, 1997 (the "July 28, 1997
Registration Statement").
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.4 First Supplemental Indenture dated as of August 15, 1997 among The
ServiceMaster Company (as successor to ServiceMaster Limited Partnership and
The ServiceMaster Company Limited Partnership) and the Harris Trust and
Savings Bank as trustee, is incorporated by reference to Exhibit 4.4 to the
Report on Form 10-K as filed by ServiceMaster on May 15, 1998
(the "1998 10-K").
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.5 Second Supplemental Indenture dated as of January 1, 1998
among The ServiceMaster Company (as successor to
ServiceMaster Limited Partnership and The ServiceMaster
Company Limited Partnership) and the Harris Trust and Savings
Bank as trustee is incorporated by reference to Exhibit 2 to
the Current Report on Form 8-K as filed by The ServiceMaster
Company on Form 8-K on February 26, 1998 (first of three 8-K
reports filed on that date).
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.6 Third Supplemental Indenture dated as of March 2, 1998 among The
ServiceMaster Company and the Harris Trust and Savings Bank as trustee is
incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K
as filed by The ServiceMaster Company on February 27, 1998
(the "Company February 27, 1998 8-K").
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.7 Form of 6.95% Note due August 14, 2007 is incorporated by
reference to Exhibit 4.1 to the July 28, 1997 Registration
Statement.
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.8 Form of 7.45% Note due August 14, 2027 is incorporated by
reference to Exhibit 4.2 to the July 28, 1997 Registration
Statement.
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.9 Form of 7.10% Note due March 1, 2018 is incorporated by reference to Exhibit
4.1 to the Company February 27, 1998 8-K.
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
4.10 Form of 7.25% Note due March 1, 2038 is incorporated by reference to Exhibit
4.2 to the Company February 27, 1998 8-K.
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
9
<PAGE>
5 Opinion of General Counsel of the Registrant. 11
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
23.1 Consent of General Counsel of the Registrant (included in Exhibit 5). 11
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
23.2 Consent of Arthur Andersen LLP. 12
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
24 Power of Attorney. 13
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
99.1 1996 Incentive Plan. (1)
- ------------------ ------------------------------------------------------------------------------ ------------------
- ------------------ ------------------------------------------------------------------------------ ------------------
99.2 1997 Employee Incentive Plan. (2)
- ------------------ ------------------------------------------------------------------------------ ------------------
</TABLE>
(1) Incorporated by reference to Exhibit 10.1 to the Registration Statement
on Form S-1 of American Residential Services, Inc. (File No.
333-06195), filed June 6, 1996. Such Plan has been amended in
connection with the assumption of the underlying options by the
Registrant to provide among other things that Common Stock of the
Registrant is issuable upon exercise of such options.
(2) Incorporated by reference to Exhibit 4..5 to the Registration Statement
on Form S-8 of American Residential Services, Inc. (File No.
333-44913), filed January 26, 1998. Such Plan has been amended in
connection with the assumption of the underlying options by the
Registrant to provide among other things that Common Stock of the
Registrant is issuable upon exercise of such options.
10
EXHIBIT 5
Opinion of General Counsel of Registrant
May 10, 1999
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, Illinois 60515-1700
Re: The ServiceMaster Company
S-8 Registration Statement
I am providing this letter in my capacity as Senior Vice President and
General Counsel of The ServiceMaster Company, a Delaware corporation
("ServiceMaster"), in connection with the filing by ServiceMaster of a
Registration Statement on Form S-8 under the Securities Act of 1933 with the
Securities and Exchange Commission covering the offering of up to 796,518 shares
of ServiceMaster common stock, $0.01 par value per share (the "Shares"),
pursuant to the American Residential Services, Inc. ("ARS") 1996 Incentive Plan
and the ARS 1997 Employee Incentive Plan (the "ARS Plans") which (with the
options outstanding thereunder) are being assumed by ServiceMaster.
For purposes of this letter I have examined such documents, records,
certificates, memoranda and other instruments deemed necessary as a basis for
this opinion.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the other qualifications and limitations set forth below, I
hereby advise you that in my opinion the Shares are duly authorized and, when
(i) the Registration Statement related to the Shares becomes effective under the
Act, (ii) the Shares have been duly issued in accordance with the terms of the
ARS Plans upon receipt of the consideration to be paid therefor and (iii) the
certificates representing the Shares comply as to form with the bylaws of
ServiceMaster and the Delaware General Corporation Law and bear all necessary
signatures and authentications, the Shares will be validly issued, fully paid
and nonassessable.
All of my opinions assume that the Registration Statement related to
the Shares will become effective under the Securities Act before any Shares
covered by such Registration Statement are sold. I have also made other
assumptions which I believe to be appropriate for purposes of this letter.
My advice on every legal issue addressed in this letter is based
exclusively on the internal law of Illinois, the Delaware General Corporation
Law or the federal law of the United States. This letter does not cover any law
which in my experience would generally not be considered by lawyers in Illinois
for purposes of the opinions contained in this letter. Without limiting by
implication the generality of the preceding sentence, this opinion does not
cover the securities laws of the State of Illinois or any other jurisdiction.
I hereby consent to the inclusion of this letter as an exhibit to the
Registration Statement related to the Shares and to the reference in each
prospectus related to such Registration Statement to my having issued the
opinions expressed herein.
Very truly yours,
/s/ Vernon T. Squires
Vernon T. Squires
Senior Vice President and General Counsel
The ServiceMaster Company
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EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 10, 1999
12
EXHIBIT 24
Power of Attorney
I hereby appoint each of Vernon T. Squires or Steven C. Preston or Eric R.
Zarnikow or any other person occupying the office of General Counsel, Chief
Financial Officer, Treasurer with The ServiceMaster Company ("ServiceMaster") at
the time any action hereby authorized shall be taken to act as my
attorney-in-fact and agent for all purposes specified in this Power of Attorney.
I hereby authorize each person identified by name or office in the preceding
sentence (each of whom is herein called my "authorized representative") acting
alone to sign and file on my behalf in all capacities I may at any time have
with ServiceMaster (including but not limited to the position of director or any
officership position) all or any one or more of the registration statements
prepared under the Securities Act of 1933 identified in this Power of Attorney
and any pre-effective or post-effective amendment to any such registration
statement. I hereby authorize each authorized representative in my name and on
my behalf to execute every document and take every other action which such
authorized representative deems necessary or desirable in connection with any of
the registration statements identified in this Power of Attorney and any sale of
securities or other transaction accomplished by means of any such registration
statement.
This Power of Attorney applies to the following registration statements
which may be filed by ServiceMaster under the Securities Act of 1933: (i) a
registration statement on Form S-8 which registers common stock to be issued
pursuant to the exercise of stock options granted by LandCare USA, Inc.
("LandCare") and which are assumed by ServiceMaster in the acquisition of
LandCare by ServiceMaster; (ii) a registration statement on Form S-4 which
registers all common stock issued by ServiceMaster as private placements in the
purchase of businesses (whether by way of acquisitions of assets, acquisitions
of stock or statutory mergers) during the period beginning on March 1,999 and
ending on the date on which ServiceMaster's registration statement on Form S-1
for 8,625,000 shares becomes effective; and (iii) a registration statement on
Form S-8 which registers common stock to be issued pursuant to the exercise of
stock options granted by ARS and which are assumed by ServiceMaster in the
acquisition of ARS by ServiceMaster
This instrument shall remain in effect until and unless I shall give
written notice to ServiceMaster's President and Chief Executive Officer or
ServiceMaster's General Counsel or ServiceMaster's Chief Financial Officer of my
election to revoke this instrument. No such revocation shall be effective to
revoke the authority for any action taken pursuant to this Power of Attorney
prior to such delivery of such revocation.
13
<PAGE>
This instrument shall be governed by the law of the State of Illinois.
Dated: March 19, 1999
/s/ C. William Pollard
C. William Pollard
/s/ Carlos H. Cantu
Carlos H. Cantu
/s/ Phillip B. Rooney
Phillip B. Rooney
/s/ Charles W. Stair
Charles W. Stair
/s/ Paul W. Berezny, Jr.
Paul W. Berezny, Jr.
/s/ Henry O. Boswell
Henry O. Boswell
/s/ Brian Griffiths
Brian Griffiths
/s/ Sidney E. Harris
Sidney E. Harris
/s/ Herbert P. Hess
Herbert P. Hess
/s/ Michelle M. Hunt
Michelle M. Hunt
/s/ Gunther H. Knoedler
Gunther H. Knoedler
/s/ James D. McLennan
James D. McLennan
/s/ Vincent C. Nelson
Vincent C. Nelson
/s/ Dallen W. Peterson
Dallen W. Peterson
/s/ Steven S Reinemund
Steven S Reinemund
/s/ Burton E. Sorensen
Burton E. Sorensen
/s/ David K. Wessner
David K. Wessner
14
