<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1994
Commission File No. 1-8929
ABM INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-1369354
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
50 Fremont Street Suite 2600
San Francisco, CA 94105
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code:
(415)597-4500
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Number of shares of Common Stock outstanding as of April
30,1994: 8,905,000.
<PAGE> 2
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
<TABLE>
<CAPTION>
ABM INDUSTRIES INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In Thousands of dollars)
<S> <C> <C>
October 31, April 30,
1993 1994
(Unaudited)
Current Assets:
Cash and time deposits $ 1,688 $ 1,682
Accounts and other receivables, net 127,908 134,716
Inventories and supplies 16,288 15,926
Deferred income taxes 10,960 10,681
Prepaid expenses 10,089 12,541
--------- ---------
Total current assets 166,933 175,546
--------- ---------
Investments and Long-Term Receivables 7,129 6,916
Property, Plant and Equipment, at Cost:
Land and buildings 5,364 5,662
Transportation and equipment 7,727 8,134
Machinery and other equipment 29,415 31,899
Leasehold improvements 8,332 8,792
--------- ---------
50,838 54,487
Less accumulated depreciation
and amortization (33,795) (35,183)
Property, plant and equipment, net 17,043 19,304
--------- ---------
Intangible Assets 57,785 61,953
Deferred Income Taxes 13,307 13,710
Other Assets 5,943 6,442
--------- ---------
$ 268,140 $ 283,871
======== ========
<FN>
See accompanying Notes to Consolidated Financial Statements
<PAGE> 3
<S> <C> <C>
October 31, April 30,
1993 1994
(Unaudited)
Current Liabilities:
Notes payable $ - $ 5,000
Current portion of long-term debt 682 658
Bank overdraft 4,231 7,179
Accounts payable, trade 17,863 18,317
Income taxes payable: 3,203 1,129
Accrued Liabilities:
Compensation 16,695 15,859
Taxes - other than income 8,474 8,859
Insurance claims 25,608 24,942
Other 13,564 15,150
--------- ---------
Total current liabilities 90,320 97,093
--------- ---------
Long-Term Debt (less current portion) 20,937 22,938
Retirement plans 4,574 5,319
Insurance claims 35,721 36,425
Series B 8% Senior redeemable cumulative
preferred stock 6,400 6,400
Stockholders' Equity:
Preferred stock, $0.1 par value, 500,000
shares authorized; none issued - -
Common stock, $.01 par value, 12,000,000
shares authorized; 8,778,000 and
8,905,000 shares issued and
outstanding at October 31, 1993
and April 30, 1994, respectively 88 89
Additional capital 31,244 33,125
Retained earnings 78,856 82,482
--------- ---------
Total stockholders' equity 110,188 115,696
--------- ---------
$ 268,140 $ 283,871
========= =========
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
ABM INDUSTRIES INCORPORATED
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(In Thousands Except per Share Amounts )
For the Three Months Ended For the Six Months Ended
April 30 April 30
1993 1994 1993 1994
<S> <C> <C> <C> <C>
REVENUES AND OTHER INCOME $ 188,667 $ 215,872 $ 375,868 $ 426,711
EXPENSES:
Operating Expenses and Cost
of Goods Sold 161,801 184,638 321,745 366,114
Selling and Administrative 21,570 24,770 44,383 48,542
Interest 700 743 1,076 1,460
-------- -------- -------- --------
Total Expenses 184,071 210,151 367,204 416,116
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 4,596 5,721 8,664 10,595
INCOME TAXES 1,930 2,403 3,639 4,450
-------- -------- -------- --------
NET INCOME $ 2,666 $ 3,318 $ 5,025 $ 6,145
======== ======== ======== ========
NET INCOME PER COMMON SHARE $ 0.31 $ 0.36 $ 0.59 $ 0.67
DIVIDENDS PER COMMON SHARE $ 0.125 $ 0.13 $ 0.25 $ 0.255
AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT
SHARES OUTSTANDING 8,615 8,872 8,582 8,838
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
ABM INDUSTRIES INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED APRIL 30, 1993 AND 1994
(In Thousands of Dollars)
<S> <C> <C>
April 30, April 30,
1993 1994
Cash Flows from Operating Activities:
Cash received from customers $ 379,618 $ 416,475
Other operating cash receipts 1,243 933
Interest received 406 201
Cash paid to suppliers and employees (363,821) (408,097)
Interest paid (1,427) (1,684)
Income taxes paid (3,825) (6,648)
--------- ---------
Net cash provided by operating activities 12,194 1,180
--------- ---------
Cash Flows from Investing Activities:
Additions to property, plant and equipment (3,284) (5,087)
Proceeds from sale of assets 157 318
(Increase) decrease in investments
and long-term receivables (316) 213
Intangibles resulting from acquisitions (3,796) (5,918)
--------- ---------
Net cash used in investing activities (7,239) (10,474)
--------- ---------
Cash Flows from Financing Activities:
Common stock issued 1,884 1,882
Dividends paid (2,153) (2,519)
Increase(decrease) in cash overdraft - 2,948
Increase(decrease) in notes payable (31) 4,977
Long-term borrowings - 22,000
Repayments of long-term borrowings - (20,000)
--------- ---------
Net cash provided by financing activities (300) 9,288
--------- ---------
Net Increase (Decrease) in Cash
and Cash Equivalents 4,655 (6)
Cash and Cash Equivalents Beginning of Year 2,365 1,688
--------- ---------
Cash and Cash Equivalents End of Period $ 7,020 $ 1,682
========= =========
<S> <C> <C>
Reconciliation of Net Income to Net Cash
Provided by Operating Activities:
Net Income $ 5,025 $ 6,145
Adjustments:
Depreciation and amortization 3,415 4,338
Provision for bad debts 800 808
Gain on sale of assets (42) (80)
(Increase) decrease in accounts and
other receivables 4,422 (7,616)
(Increase) decrease in inventories and
supplies (1,915) 362
(Increase) decrease in prepaid expenses (1,169) (2,452)
(Increase) decrease in other assets 647 (499)
Increase (decrease) in deferred taxes (1,344) (124)
Increase (decrease) in income taxes payable 1,158 (2,074)
Increase (decrease) in retirement
plans accrual 309 745
Increase (decrease) in insurance claims 2,568 38
Increase (decrease) in accounts payable
and other accrued liabilities (1,680) 1,589
--------- ---------
Total Adjustments to net income 7,169 (4,965)
--------- ---------
Net Cash Provided By Operating Activities $ 12,194 $ 1,180
========= =========
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE> 6
ABM INDUSTRIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all material
adjustments which are necessary to present fairly the financial
position as of April 30, 1994 and the results of operations and
cash flows for the three months and six months then ended.
It is suggested that these financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Company's 1993 Form 10K filed with the Securities
and Exchange Commission.
2. Earnings per Share
Net Income per Common Share: Net income per common and
common equivalent share, after the reduction for preferred stock
dividends in the amount of $256,000 during the six months ended
April 30, 1994, is based on the weighted average number of shares
outstanding during the year and the common stock equivalents that
have a dilutive effect. Net income per common share assuming
full dilution is not significantly different than net income per
share as shown.
<PAGE> 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition
Funds provided from operations and bank borrowings have
historically been the sources for meeting working capital
requirements, financing capital expenditures, acquisitions and
paying cash dividends. Management believes that funds from these
sources will remain available and adequately serve the Company's
liquidity needs. Capital expenditures during the first six
months of fiscal year 1994 were approximately $5.1 million as
compared with $3.3 million during the same period of fiscal year
1993. Cost of acquisitions for the six months of 1994 were
approximately $5.9 million as compared to $3.8 million for the
same period in 1993. The Company paid cash dividends of $256,000
and approximately $2.3 million to preferred and common
shareholders, respectively, during the six months ended April 30,
1994, as compared with $2.2 million paid to common shareholders
in 1993.
The Company has short-term agreements with several banks for
lines of credit totaling $13 million, subject to annual renewal,
at a maximum of the prime interest rate. On April 30, 1994, the
Company had $5 million outstanding under these arrangements. In
addition, the Company has a long-term line of credit of $20
million with a major U.S. bank and, at April 30, 1994, the
Company had borrowed $20 million under this line. At the option
of the Company, interest is at the commercial paper rate plus
1/2%, LIBOR plus 1/2% or at the prime rate. The agreement
requires the Company, among other things, to meet certain
objectives with respect to financial ratios and places certain
limitations on dividend payments and other outside borrowing.
The Company is prohibited from declaring or paying cash dividends
exceeding 50% of its net income for any fiscal year. This line
of credit agreement extends through June 30, 1995. The Company
has entered into an interest rate swap agreement to reduce the
impact of changes in interest rates on a portion of its floating
rate long-term debt. At April 30, 1994, the Company had
outstanding a swap agreement with a domestic commercial bank,
having a notional principal amount of $15 million. This
agreement effectively changes the Company's interest rate
exposure on $15 million of its $20 million floating rate debt due
in 1995 to a fixed 5.8%. The interest rate swap agreement
matures December 10, 1994. The Company is exposed to credit loss
in the event of nonperformance by the other parties to the
interest rate swap agreement. However, the Company does not
anticipate nonperformance by the counterparties. In connection
with the System Parking acquisition, the Company assumed a note
payable in the amount of $3,818,000. Interest on this note is
payable monthly at an annual rate of 9.35%, with principal
<PAGE> 8
amounts of $636,000 due annually through October 1, 1998. At
April 30, 1994, the balance remaining on this note was
$3,181,000.
At April 30, 1994, working capital was $78.5 million, as
compared to $76.6 million at October 31, 1993.
Effect of Inflation
The low rates of inflation experienced in recent years have
had no material impact on the financial statements of the
Company. The Company attempts to recover inflationary costs by
increasing sales prices to the extent permitted by contracts and
competition.
Acquisition
As previously reported, the Company acquired the operations
of General Maintenance Service Company, Inc. in Washington D.C.
on March 1, 1994. General Maintenance provides janitorial
services to major commercial buildings and institutions in
Washington, D.C., Maryland, and Virginia. At the time of
acquisition by the Company, General Maintenance reported annual
revenues of $18.9 million. In addition to the amount paid at
closing, contingent payments based upon gross profit of acquired
contracts will be made over the next five years.
Results of Operations
The following discussion should be read in conjunction with
the consolidated financial statements of the Company. All
information in the discussion and references to the year is based
on the Company's fiscal year which ends on October 31, and six
months and the second quarter ended April 30, 1994.
<PAGE> 9
Six Months Ended April 30, 1994 vs. Six Months Ended April 30,
1993
Revenues and other income (hereafter called revenues) for the
first six months of fiscal year 1994 were $427 million compared
to $376 million in 1993, a 13.6% increase over the same period of
the prior year. As a percentage of revenues, operating expenses
and cost of goods sold were 85.8% during the six months of fiscal
year 1994 compared to 85.6% for the same period in 1993.
Consequently, as a percentage of revenues, gross profit (revenue
minus operating expenses and cost of goods sold) was 14.2% for
the six months ended April 30, 1994, as compared to 14.4% for the
same period of fiscal year 1993. The principal factors which
contributed to the decline of gross profit margin were
competitive market conditions resulting in lower bids to retain
existing customers and the depressed economic conditions causing
high office vacancy rates in several metropolitan areas where the
Company has a strong presence, especially in Southern California.
The decrease in gross profit margin was partially offset by lower
insurance expense. However, it appears that in most recent
months office building vacancy rates have shown a slight
improvement.
Selling and administrative expense for the six months of
fiscal year 1994 was $49 million compared to $44 million for the
corresponding six months of fiscal year 1993. As a percentage of
revenues, selling and administrative expense decreased from 11.8%
for the six months ended April 30, 1993 to 11.4% for the same
period in 1994. The increase in the dollar amount of selling and
administrative expense for the six months ended April 30, 1994,
compared to the same period in 1993, is due to revenue growth,
expenses associated with acquisitions, and a profit sharing
expense.
Interest expense was $1,460,000 for the first six months of
fiscal year 1994 compared to $1,076,000 in 1993, an increase of
$384,000 over the same period of the prior fiscal year. The
increase in interest expense was due to higher bank borrowings in
1994 primarily necessitated by acquisitions.
The effective income tax rate for the first six months of both
fiscal year 1994 and 1993 was 42%.
Net income for the first six months of fiscal year 1994 was
$6,145,000, an increase of 22.3%, compared to the prior year's
net income of $5,025,000. However, due to the increase in
average shares outstanding and the deduction of a preferred stock
dividend of $256,000 in the calculation of earnings per share,
per common share earnings increased 13.6% to 67 cents for the
first six months of 1994 compared to 59 cents for the same period
in 1993.
<PAGE> 10
The results of operations from the Company's three industry
segments and its operating divisions for the six months ended
April 30, 1994 as compared to the six months ended April 30, 1993
are more fully described below:
Revenues of the Janitorial Services segment for the first
six months of fiscal year 1994 were $233 million, an
increase of $15 million, or 7% over the first six months
of fiscal 1993, while its operating profits increased by
14% over the comparable period of 1993. Janitorial
Services accounted for approximately 55% of the Company's
consolidated revenues for the six months. The Janitorial
Division's revenues increased by 7% during the first six
months of fiscal year 1994 as compared to the same period
of 1993 primarily as a result of acquisitions made during
the latter half of fiscal year 1993 and in March 1994 and,
to a lesser extent, increases recorded by this Division's
Northeast and Northwest Regions. As a result of the
revenue increase, this Division's operating profits
increased 16% when compared to the same period last year.
Decreases in labor and labor-related expenses including
insurance expense contributed to an improvement in gross
margin for this division during the first six months of
the fiscal year 1994 over the same period of the prior
year. The Division's general and administrative expenses
were in line with its revenue growth. The Janitorial
Supply Division's revenue for the first six months
increased by approximately 8% compared to the same period
in 1993 generally due to a sales increase in Northern
California. A decrease of 26% in operating profits was a
result of erosion of gross margins caused by competitive
market conditions which more than offset benefits derived
from the wholesale distributor program outside California.
Amtech Services reported revenues of $111 million, which
represent approximately 26% of the Company's consolidated
revenues for the first six months of 1994, an increase of
approximately 9% over the same period of last year.
Amtech Services' profit increased 18% compared to the
first six months of fiscal year 1993. The Mechanical
Division's operating profits for the first six months of
1994 decreased by 40% caused mainly by a 2% drop in
revenues, the loss of a large customer, as well as a
decline in its construction/installation contracts and
energy related projects. Although this Division
continues to reduce its overhead, it was not sufficient to
offset the loss of gross margins from lower revenues
resulting from its failure to obtain larger project type
contracts. The Lighting Division's revenues were up 6%
largely due to expanded contract base from existing
customers, as well as obtaining a large one-time energy
<PAGE> 11
saving retrofit contract. However, operating profits
decreased by 9% during the first six months of fiscal year
1994 due to startup costs associated with the opening of
several branches early in the year and also due to
increased general and administrative expenses incurred to
manage growth. Revenues for the Elevator Division were up
by 12% for the first six months of fiscal year 1994 over
the same period of 1993 generally due to increases in its
service, repair, and installation lines of business, as
well as a strong performance by its Mexican subsidiary.
As a result, the Division nearly increased its operating
profits by four-fold for the six months of 1994 compared
to the corresponding period of 1993. The Division's
profits benefited from an increase in volume and a
continued effort to contain general and administrative
expenses. The Engineering Division's revenues increased
by 12% and it reported a 51% increase in operating profits
in the first six months of 1994 compared to the same
period in 1993. Revenues increased generally from the
start-up of the Midwest Region, booking additional
business, and price increases to its existing customers.
The increase in operating profits continues to result from
increased business and reductions in insurance and other
payroll related costs.
Revenues of the Other Services segment for the first six
months of 1994 were approximately $83 million, a 48%
increase over the same period of fiscal year 1993. Other
Services accounted for approximately 19% of the Company's
consolidated revenues. The operating profits of Other
Services were up by 60% primarily due to acquisitions by
its Parking Division. The Parking Division's revenues
increased by 113% and its profits increased by 114%
during the first six months of fiscal year 1994 compared
to 1993. The increase in revenues is primarily due to
the acquisitions of a parking business in Northern
California and of System Parking as discussed previously,
and from obtaining contracts to manage parking operations
at several major airports in the U.S. The increase in
operating profits was primarily due to contributions made
by these acquisitions and management fee income derived
from its airport operations. The Security Division
reported a slight decrease in revenues but its profits
increased by 25% in the first six months of 1994 compared
to the same period of 1993. The decrease in revenues
resulted from customer contract cancellations in certain
metropolitan areas. The increase in operating income
during the first six months as compared to the prior year
was due to a decrease in direct labor and related
expenses and a reduction in insurance expense.
<PAGE> 12
Three Months Ended April 30, 1994 vs. Three Months Ended April
30, 1993
Revenues and other income for the second quarter of fiscal
year 1994 were $216 million compared to $189 million in 1993, a
14% increase over the second quarter of the prior year. As a
percentage of revenues, operating expenses and cost of goods sold
were 85.5% during the second quarter of fiscal year 1994 compared
to 85.8% for the same period in 1993. Consequently, as a
percentage of revenues, gross profit was 14.5% for the second
quarter ended April 30, 1994, as compared to 14.2% for the same
period of fiscal year 1993. Office occupancy rates in most
recent months have shown some improvement particularly in the
Northeast, Southeast, and Northwest regions which resulted in
gross profit margin improvement for the Company's Janitorial,
Parking, and Security Divisions. Generally, reductions in
insurance expenses also had a positive impact on gross profit
margins for the second quarter of 1994.
Selling and administrative expense for the three months ended
April 30, 1994 was $25 million compared to $22 million for the
corresponding three months of fiscal year 1993. As a percentage
of revenues, selling and administrative expense increased
slightly from 11.4% for the three months ended April 30, 1993 to
11.5% for the same period in 1994. The increase in the dollar
amount of selling and administrative expense for the three months
ended April 30, 1994, compared to the same period in 1993, is
primarily due to revenue growth and certain expenses associated
with acquisitions.
Interest expense was $743,000 for the second quarter of
fiscal year 1994 compared to $700,000 in 1993, an increase of
$43,000 over the same period of the prior fiscal year. Interest
expense increased due to higher bank borrowings required for
recent acquisitions, during the three months ended April 30, 1994
compared to 1993.
The effective income tax rate for the second quarter of both
fiscal year 1994 and 1993 was 42%.
Net income for the three months ended April 30, 1994 was
$3,318,000, an increase of 24.4%, compared to the prior year's
second quarter net income of $2,666,000. However, due to the
increase in average shares outstanding and the deduction of a
preferred stock dividend of $128,000 in the calculation of
earnings per share, per common share earnings increased 16% to 36
cents for the second quarter of 1994 compared to 31 cents for the
same period in 1993.
<PAGE> 13
The results of operations from the Company's three industry
segments and its operating divisions for the three months ended
April 30, 1994 as compared to the three months ended April 30,
1993 are more fully described below:
Revenues of the Janitorial Services segment for the second
quarter of fiscal year 1994 were $118 million, an increase
of approximately $10 million, or 9% over the second
quarter of fiscal 1993, while its operating profits
increased by 25% over the comparable period of 1993.
Janitorial Services accounted for approximately 55% of the
Company's consolidated revenues for the current quarter.
As discussed in the six-month management's discussion, the
Janitorial Division's revenues increased by 9% during the
second quarter of fiscal year 1994 as compared to the same
period of 1993 primarily as a result of acquisitions made
during the latter half of fiscal year 1993 and March 1994
and, to a lesser extent, increases recorded by this
Division's Northeast and Northwest Regions. As a result
of the revenue increase and a reduction in operating
expenses, this Division's operating profits increased 28%
when compared to the same period last year. Decreases in
operating expenses such as labor-related and insurance
expenses contributed to the gross margin improvement for
this division during the second quarter of 1994 over the
same period of the prior year. The Janitorial Supply
Division's revenue for the second quarter increased by
approximately 5% compared to the same quarter in 1993
generally due to new business in Northern California. A
decrease of 30% in operating profits results from pressure
on gross margins caused by very competitive market
conditions.
Amtech Services reported revenues of $55 million, which
represent approximately 25% of the Company's consolidated
revenues for the second quarter of fiscal year 1994, an
increase of approximately 8% over the same quarter of last
year. Amtech Services' operating profit increased 20%
compared to the second quarter of fiscal year 1993. The
Mechanical Division's operating profits for the second
quarter of 1994 decreased by 45% on virtually no increase
in revenues. Although this Division has reduced its
operating expenses, including general and administrative
expenses, it was not sufficient to offset the loss of
gross margins resulting from economic slow-down in
California and lack of energy projects which traditionally
yield higher margins. The Lighting Division reported a 6%
revenue increase for the three months ended April 30, 1994
compared to the same period of 1993, principally due to
the award of a chain store project and an expanded
customer contract base from existing customers.
<PAGE> 14
Operating profits also increased by 6% during the second
quarter of fiscal year 1994 as this Division continues to
maintain its operating margins. Revenues for the Elevator
Division were up by 10% for the second quarter of 1994
over the same quarter of 1993 largely due to increased
repair business resulting from the earthquake in the
greater Los Angeles metropolitan area and generally, from
revenue increases from all phases of its business. The
Division posted a 73% increase in operating profit for the
second quarter compared to the corresponding quarter of
fiscal year 1993. Major cost reductions and closing of
unprofitable locations, as well as improved market
conditions, improved this Division's operating income.
The Engineering Division's revenues increased by 10% and
it reported a 58% increase in operating profits in the
second quarter of 1994 compared to the same period in
1993. Revenues increased generally from new business,
price increases to its existing customers, and from
expansion into the Midwest. The increase in operating
profits resulted from increased revenues, reductions in
insurance and other payroll related costs, and improved
gross margins.
Revenues of the Other Services segment for the second
quarter of 1994 were approximately $42 million, a 48%
increase over the same quarter of fiscal year 1993, while
its operating profits were up by 52%. Other Services
accounted for approximately 20% of the Company's
consolidated revenues. Revenues and operating profits of
Other Services were up primarily due to acquisitions made
by its Parking Division. The Parking Division's revenues
increased by 111% and its profits increased by 94% during
the second quarter of fiscal year 1994. The increase in
revenues is primarily due to the acquisitions of a parking
business in Northern California and System Parking as
discussed previously in the six-month management's
discussion. The increase in operating profits was
primarily due to contributions made by these acquisitions,
improvement in business climate in certain regions, and
management fee income realized from its airport parking
facility contracts. The Security Division reported a 4%
decrease in revenues largely due to a contract which was
canceled in the Northwest. Its profits increased by 19%
in the second quarter of 1994 compared to the same period
of 1993. The increase in operating profits during the
second quarter as compared to the second quarter of the
prior year was due to a cost reduction effort initiated by
management and a reduction in insurance expense.
<PAGE> 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - not applicable.
Item 4. Submission of Matters to a Vote of Stockholders
a) The Annual Meeting of Stockholders was held on March 15,
1994.
b)The following directors nominated by management were
approved by a vote of stockholders: Martinn H. Mandles. Sydney J.
Rosenberg, Theodore Rosenberg and William W. Steele.
The following directors remained in office: Maryellen B.
Cattani, Claude M. Ballard, Jr., Robert S. Dickerman,John F.
Egan, Charles T. Horngren, Felix M. Juda and William E. Walsh.
c)Proposal 1 - Election of Officers
Against
or Broker
Nominee: For Withheld Abstentions Nonvotes
0
Martinn H. Mandles 7,019,502 288,934 0 0
Sydney J. Rosenberg 7,018,193 290,243 0 0
Theodore Rosenberg 7,014,756 293,680 0 0
William W. Steele 7,020,649 287,787 0 0
<PAGE> 16
d) Proposal 2 Amendment to the Certificate of Incorporation
to change the name to ABM Industries Incorporated
For:7,261,830 Against:23,025 Abstain:23,581 Broker Nonvotes:0
e) Proposal 3 Amendment of the 1985 Employee Stock Purchase
Plan to increase number of shares authorized
For:5,690,986 Against:455,193 Abstain:379,635 Broker Nonvotes:0
f) Proposal 4 Amendment of the 1987 Employee Stock Option
Plan to increase number of shares authorized
For:5,112,998 Against:1,018,250 Abstain:391,566 Broker Nonvotes:0
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Certificate of Amendment
of Certificate of Incorporation
as filed March 16, 1994
(b) Reports on Form 8-K: No reports on Form 8-K were filed
during the quarter ended April 30, 1994.
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 10th day of June, 1994.
ABM INDUSTRIES INCORPORATED
(Registrant)
By /s/ David H. Hebble
David H. Hebble
Vice President, Principal Financial Officer
<PAGE> 18 Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN BUILDING MAINTENANCE INDUSTRIES, INC.
AMERICAN BUILDING MAINTENANCE INDUSTRIES, INC., a
corporation organized and existing under and by virtue of the
General Corporation law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said corporation, at
a meeting duly held, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of
Incorporation of said corporation and directing that the proposed
amendment be considered at the next annual meeting of the
stockholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of AMERICAN
BUILDING MAINTENANCE INDUSTRIES, INC. be amended by deleting
Article First and replacing it in its entirety with a new Article
First as follows:
First: The name of this corporation is: ABM Industries
Incorporated.
SECOND: That the stockholders of said corporation, at the
annual meeting of stockholders which was duly held on March 15,
1994, adopted such amendment by casting the necessary number of
shares as required by statute in favor of such amendment to the
Certificate of Incorporation.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, AMERICAN BUILDING MAINTENANCE
INDUSTRIES, INC. has caused this certificate to be signed by
William Steele, its President, and attested by Harry H. Kahn, its
Secretary, this 16th day of March, 1994.
AMERICAN BUILDING MAINTENANCE
INDUSTRIES, INC.
By /s/ William Steele
William Steele
President
ATTEST:
By /s/ Harry H. Kahn
Harry H. Kahn
Secretary
