SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
The ServiceMaster Company
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(Exact name of registrant as specified in its charter)
Delaware
36-3858106
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One ServiceMaster Way, Downers Grove, IL 60515-9969
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Right with respect New York Stock Exchange
to Common Stock
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form relates:
None
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered:
Preferred Stock Purchase Rights
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Introduction
On July 28, 1998 the Board of Directors of The
ServiceMaster Company (the "Company") approved a three-for-two
share split effective August 26, 1998 for holders of record of the Company's
common stock on August 12, 1998 (the "Share Split"). This Amendment No. 1 to
Form 8-A restates the description of the Company's preferred share purchase
rights (the "Rights") in light of certain changes effectuated by the Share
Split.
Description
The Company entered into a Merger and Reorganization Agreement
which was amended and restated as of October 3, 1997 and which provided among
other things for the merger (the "Reincorporating Merger") of a subsidiary of
the Company into ServiceMaster Limited Partnership, a Delaware limited
partnership ("SMLP"), under terms upon which among other things: (i) each
limited partnership share issued by SMLP and outstanding immediately prior to
the Reincorporating Merger was converted into one share of the Common Stock, par
value $0.01 per share, of the Company (the "Common Stock") and (ii) the Company
become the ultimate parent in the ServiceMaster enterprise. The Reincorporation
Merger was effected on December 26, 1997. The Board of Directors of the Company
in connection with the Reincorporating Merger authorized the issuance of one
Right for each share of Common Stock of the Company into which the limited
partnership shares in SMLP were converted in the Reincorporating Merger (the
"Reincorporation Shares") simultaneous with the issuance of the Reincorporation
Shares and authorized the issuance of one Right for each share of Common Stock
of the Company other than any Reincorporation Share issued after the
Reincorporating Merger and before the earliest of the Distribution Date (as
defined below), the redemption of the Rights and the Expiration Date (as defined
below) and in certain cases following the Distribution Date. Each Right entitles
the registered holder to purchase from the Company two three-thousandths of a
share of Series A Junior Participating Preferred Stock, par value $.01 per
share, of the Company (the "Preferred Shares") at an exercise price of $86.67
per two three-thousandths of a Preferred Share, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Harris Trust and Savings Bank, as
Rights Agent (the "Rights Agent").
The Rights will be evidenced by certificates representing
shares of Common Stock and not by separate certificates until the earlier to
occur of (i) the tenth day after the date it is publicly announced that a person
or group other than certain exempt persons (an "Acquiring Person"), together
with persons affiliated or associated with such Acquiring Person, has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (a "Triggering Event") and (ii) the tenth
business day after the commencement or public disclosure of an intention to
commence a tender offer or exchange offer by a person other than an exempt
person if, upon consummation of the offer, such person could acquire beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the earlier
of such dates being called the "Distribution Date").
Until the Distribution Date (or earlier redemption, exchange
or expiration of the Rights), the Rights will be transferred with and only with
shares of Common Stock, and the surrender for transfer of any certificate for
Common Stock will also constitute the transfer of the Rights associated with
such Common Stock. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date, and such separate Right Certificates alone will evidence
the Rights.
The Rights will first become exercisable after the
Distribution Date (unless sooner redeemed or exchanged). Until a Right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company,
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including, without limitation, the right to vote or to receive dividends. The
Rights will expire at the close of business on December 11, 2007 (the
"Expiration Date"), unless earlier redeemed or exchanged by the Company as
described below.
In the event that a person becomes an Acquiring Person, each
Right (other than Rights that are or were beneficially owned by the Acquiring
Person and certain related persons and transferees, which will thereafter be
void) shall thereafter be exercisable not for Preferred Shares, but for a number
of shares of Common Stock (or, in certain cases, common equivalent shares)
having a market value of two times the exercise price of the Right. In the event
that, at the time or after a person becomes an Acquiring Person, the Company is
involved in a merger or other business combination in which (i) the Company is
not the surviving corporation, (ii) Common Stock is changed or exchanged, or
(iii) 50% or more of the Company's consolidated assets or earning power are
sold, then each Right (other than Rights that are or were owned by the Acquiring
Person and certain related persons and transferees, which will thereafter be
void) shall thereafter be exercisable for a number of shares of common stock of
the acquiring company having a market value of two times the exercise price of
the Right.
In addition, at any time after a person has acquired
beneficial ownership of 50% or more of the outstanding Common Stock, the Company
may elect to exchange all or part of the Rights (excluding void Rights held by
an Acquiring Person and certain related persons and transferees) for shares of
Common Stock on a one-for-one basis.
The exercise price payable, and the number and kind of
securities, cash or other property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend or distribution on, or a subdivision or combination of, the
Common Stock, (ii) upon the grant to holders of Common Stock of rights, options
or warrants to subscribe for Common Stock or securities convertible into Common
Stock at less than the current market price, (iii) upon the distribution to
holders of Common Stock of securities, cash, evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or retained earnings)
and (iv) in connection with recapitalizations of the Company or
reclassifications of the Common Stock.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of two three-thousandths of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the date
of exercise.
At any time prior to the earlier of (i) the occurrence of a
Triggering Event and (ii) the Expiration Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.0067
per Right (the "Redemption Price"). The Redemption Price will be payable in
cash, shares (including fractional shares) of Common Stock or any other form of
consideration deemed appropriate by the Board of Directors. Immediately upon
action of the Board of Directors ordering redemption of the Rights, the ability
of holders to exercise the Rights will terminate and the only rights of such
holders will be to receive the Redemption Price.
At any time prior to the occurrence of a Triggering Event, the
Board of Directors of the Company may amend or supplement the Rights Agreement
without the approval of the Rights Agent or any holder of the Rights.
Thereafter, the Rights Agreement may not be amended or changed in any manner
which would adversely affect the interests of the holders of the Rights (other
than an Acquiring Person or an affiliate or associate thereof).
The Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment equal to the greater of $25 per share
and 1,500 times the dividend declared per share of Common Stock. In the event
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of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment equal to the greater of $100 per share
and
1,500 times the payment made per share of Common Stock. Each Preferred Share
will have 1,500 votes per share, voting together with the Common Stock. In the
event of any merger, consolidation or other transaction in which Common Stock is
exchanged, each Preferred Share will be entitled to receive 1,500 times the
amount received per share of Common Stock.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors prior to the occurrence of a Triggering Event, because
until such time the Rights may generally be redeemed by the Company at $.0067
per Right.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated in this Registration Statement on Form 8-A/A by reference.
Item 2. Exhibits
1.1 Rights Agreement, dated as of December 15, 1997, between the Company and
Harris Trust and Savings Bank, as Rights Agent, is incorporated by
reference to Exhibit 3 to the Current Report on Form 8-K as filed by The
ServiceMaster Limited Partnership on December 29, 1997 (the "SMLP 8-K").
1.2 Certificate of Designation, Preferences and Rights of Junior Participating
Preferred Stock, Series A, is incorporated by reference to Exhibit 4 to the
SMLP 8-K.
1.3 Amended and Restated Certificate of Incorporation of the Company, as filed
with the Secretary of State, State of Delaware, on November 6, 1997 is
incorporated by reference to Exhibit 1 to the SMLP 8-K.
1.4 ByLaws of the Company as amended through September 29, 2000.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
The ServiceMaster Company
By: /s/ Jim L. Kaput
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Jim L. Kaput
Senior Vice President and
General Counsel
Date: October 6, 2000
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Rights Agreement, dated as of December 15, 1997,
between the Company and Harris Trust and Savings Bank,
as Rights Agent, is incorporated by reference to
Exhibit 3 to the Current Report on Form 8-K as filed by
The ServiceMaster Limited Partnership on December 29,
1997 (the "SMLP 8-K").
1.2 Certificate of Designation, Preferences and Rights of
Junior Participating Preferred Stock, Series A, is
incorporated by reference to Exhibit 4 to the SMLP
8-K.
1.3 Amended and Restated Certificate of Incorporation of
the Company, as filed with the Secretary of State,
State of Delaware, on November 6, 1997 is incorporated
by reference to Exhibit 1 to the SMLP 8-K.
1.4 ByLaws of the Company as amended through September 29,
2000.
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