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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-21177
39,158 SHARES
ABM INDUSTRIES INCORPORATED
COMMON STOCK
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All of the 39,158 shares of Common Stock being offered hereby (the "Stock")
are being disposed of for the account of certain stockholders and/or their
respective donees, transferees or successors in interest (the "Selling
Stockholders") of ABM Industries Incorporated (the "Company"). The Company will
not receive any of the proceeds from the sale of the Stock. The last sale price
of the Common Stock of the Company as reported on the New York Stock Exchange on
February 4, 1997 was $18 3/8 per share.
The Company has been advised by the Selling Stockholders that all or a
portion of the Stock may be disposed of hereunder from time to time through
brokers, acting as agents and charging usual and customary brokerage
commissions, on the New York Stock Exchange, in the over-the-counter market or
in private negotiations, at market prices prevailing at the time of sale or at
negotiated prices. See "Plan of Distribution."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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February 18, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy material and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
material and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at Suite 1400, Citicorp Center,
500 West Madison Street, Chicago Illinois 60661-2511; and Suite 1300, 7 World
Trade Center, New York, New York 10048; and copies can be obtained by mail from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at http://
www.sec.gov. In addition, such reports, proxy statements and other information
concerning the Company can be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus, which constitutes part of a Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act of 1933,
omits certain of the information contained in the Registration Statement.
Reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Statements contained herein concerning the provisions
of documents filed herewith as exhibits are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K, for the fiscal year ended October
31, 1996 and its description of Capital Stock set forth in the Registration
Statement on Form 8-A, all as filed by the Company with the Commission pursuant
to the Exchange Act, are hereby incorporated in this Prospectus by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus and the Registration Statement to the extent that a statement
contained in any subsequently filed document which also is or is 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 Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents which are not specifically incorporated by
reference into the information that this Prospectus incorporates. Requests for
such copies should be directed to: ABM Industries Incorporated, 50 Fremont
Street, 26th Floor, San Francisco, California 94105, Attn: Corporate Secretary,
telephone (415) 597-4500.
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THE COMPANY
The Company is the largest U.S.-based facility services contractor listed on
the New York Stock Exchange. With annual revenues exceeding $1 billion and more
than 47,000 employees, the Company and its subsidiaries provide air
conditioning, elevator, engineering, janitorial, lighting, parking and security
services to thousands of commercial, industrial and institutional customers who
outsource the services in hundreds of cities across North America.
The Company was reincorporated in Delaware on March 19, 1985, as the
successor to a business founded in California in 1909. By vote of the
stockholders on March 16, 1994, the Company's name was changed from American
Building Maintenance Industries, Inc., to ABM Industries Incorporated. The
corporate headquarters of the Company is located at 50 Fremont Street, 26th
Floor, San Francisco, California 94105, and its telephone number is (415)
597-4500.
SELLING STOCKHOLDERS
The Stock being offered hereby by the Selling Stockholders was acquired in
connection with the acquisition (the "Acquisition") by the Company, effective
November 20, 1996, of substantially all of the assets of each of SICA Electrical
& Maintenance Corp., a New York corporation, and Ozone Lighting Distributors,
Inc., a New York corporation (collectively, the "Target Companies"), each
located in New York.
The stockholders of the Target Companies, received in the Acquisition
348,323 shares of the Company's Common Stock plus up to a maximum of 348,323
additional shares to be issued, if at all, pursuant to an earnout provision
contained in the transaction agreement relating to the Acquisition
(collectively, the "Registrable Shares"). Pursuant to a Registration Rights
Agreement among the Company and the stockholders of the Target Companies (the
"Registration Rights Agreement"), the Company agreed to register for resale,
upon the request of the holders of at least a majority of the Registrable
Shares, not less than that number of Registrable Shares, the reasonably
anticipated aggregate price to the public of which, net of underwriting
discounts and commissions, would exceed $100,000. The Registration Rights
Agreement requires the Company to pay the expenses of such registration.
The following table sets forth certain information with respect to the
Selling Stockholders.
<TABLE>
<CAPTION>
TO BE OWNED AFTER
OWNED PRIOR TO OFFERING OFFERING
------------------------ NUMBER ------------------------
NUMBER SHARES NUMBER
NAME SHARES PERCENT OFFERED SHARES PERCENT
- --------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Diane Sica De Maio........................... 27,866 * 13,933 13,933 *
Ann Sica De Nicola........................... 10,450 * 5,225 5,225 *
Michael A. Sica.............................. 27,866 * 20,000 7,866 *
</TABLE>
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* Less than 1%
PLAN OF DISTRIBUTION
Resales of the shares by the Selling Stockholders may be made on the New
York Stock Exchange, in the over-the-counter market or in private transactions.
The shares will be offered for sale on terms to be determined when the agreement
to sell is made or at the time of sale, as the case may be. The Selling
Stockholders may sell some or all of the shares in transactions involving
broker-dealers who may act solely as agent and/or may acquire shares as
principal. Broker-dealers participating in such transactions as agent may
receive commissions from the Selling Stockholders (and, if they act as agent for
the purchaser of such shares, from such purchaser), such commissions computed in
appropriate cases in accordance with the applicable rules of the New York Stock
Exchange, which commissions may be at negotiated rates where
3
<PAGE>
permissible under such rules. Participating broker-dealers may agree with the
Selling Stockholders to sell a specific number of shares at a stipulated price
per share and, to the extent such broker-dealer is unable to do so acting as
agent, for the Selling Stockholder to purchase as principal any unsold shares at
the price required to fulfill the broker-dealer's commitment to the Selling
Stockholders. Any such sales may be by block trade.
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 28,000,000 shares of Common Stock ("Common Stock") and
500,000 shares of Preferred Stock ("Preferred Stock"). As of January 28, 1997,
there were 19,976,873 shares of Common Stock and 6,400 shares of Preferred Stock
issued and outstanding.
The following summary description of the Company's capital stock does not
purport to be complete and is subject to and is qualified in its entirety by the
description of the Company's capital stock contained in the Certificate of
Incorporation, a copy of which is filed as an exhibit to this Registration
Statement of which this Prospectus is a part. Reference is made to such exhibit
for a detailed description of the provisions thereof summarized below.
COMMON STOCK
The stockholders are not entitled to vote cumulatively for the election of
directors.
Each share of Common Stock is entitled to receive dividends if, as and when
declared by the Board of Directors of the Company out of funds legally available
therefor. The Common Stock shares equally, on a share-for-share basis, in any
cash dividends declared by the Board of Directors.
Stockholders of the Company have no preemptive or other rights to subscribe
for additional shares, except pursuant to the Stockholder Rights Plan discussed
below. Subject to any right of holders of any Preferred Stock, all holders of
Common Stock are entitled to share equally on a share-for-share basis in any
assets available for distribution to stockholders on liquidation, dissolution or
winding up of the Company. No Common Stock is subject to redemption or a sinking
fund. All shares of Common Stock offered hereby (all of which were previously
issued and sold) are fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors has the authority to cause the Company to issue up to
500,000 shares of Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series or the designation of such
series, without any further vote or action by the stockholders. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the stockholders. The
issuance of Preferred Stock with voting and conversion rights may adversely
affect the voting power of the holders of the Common Stock.
Pursuant to the foregoing authority, the Board of Directors has authorized
shares of the Company's Series A Junior Preferred Stock ("Series A Preferred
Stock") to be issued in connection with the Stockholder Rights Plan discussed
below. There are currently no issued or outstanding shares of Series A Preferred
Stock.
Also pursuant to the authority set forth above, the Board of Directors has
authorized the issuance of 6,400 shares of the Company's Series B 8% Senior
Redeemable Cumulative Preferred Stock ("Series B Preferred Stock"). The Series B
Preferred Stock is redeemable by the Company under certain circumstances and is
entitled to a liquidation preference of $1,000 per share. Dividends of 8% of
such liquidation preference accrue and are cumulative from the date of issuance,
and are payable (when and as declared by
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the Board of Directors) on November 1, February 1, May 1 and August 1 of each
year, commencing on November 1, 1993 in equal installments. The Series B
Preferred Stock restricts the Company from paying dividends on the Series A
Preferred Stock and the Common Stock unless all dividends accrued on, and any
redemption payments owing with respect to, the Series B Preferred Stock shall
have been paid. The Series B Preferred Stock is entitled to one vote per share
and votes together with the Common Stock (not as a separate class) on all
matters on which holders of the Common Stock are entitled to vote. The rights,
preferences, privileges and restrictions of the Series B Preferred Stock are set
forth in greater detail in the Company's Certificate of Incorporation, which has
been filed as an exhibit to the Registration Statement of which this Prospectus
is a part, and which is incorporated herein by this reference.
SPECIAL PROVISIONS
CERTAIN BUSINESS COMBINATIONS. The Company's Certificate of Incorporation
requires that certain business combination transactions between the Company and
a "Related Person" (beneficial owner of 10% or more of the Company's voting
stock) be approved by the affirmative vote of holders of not less than 70% of
the then outstanding shares of voting stock unless certain specified conditions
are met. If the conditions are met, then the transaction would require only such
affirmative vote as is required by law, any national securities exchange or
otherwise. Business combinations subject to this provision include a merger or
consolidation of the Company with, or a sale or transfer of all or substantially
all of the Company's assets to, a Related Person. The "fair price" provision
could make it more difficult, and may therefore discourage, an attempt by
another company or group, through the acquisition of a substantial block of the
Company's Common Stock, to acquire control of the Company with a view to
imposing a merger, consolidation or sale of the Company's assets which may not
be in the best interest of all of the stockholders.
DIRECTOR CLASSIFICATION. The Company's Certificate of Incorporation also
provides that (i) the Company's Board of Directors is divided into three classes
so that one third of the Board of Directors stands for election each year; (ii)
any action required or permitted to be taken by the stockholders of the company
may be effected only at an annual or special meeting of the stockholders and
that stockholder action may not be by written consent in lieu of a meeting;
(iii) special meetings of stockholders may only be called by the Board of
Directors or a committee thereof; (iv) vacant directorships may only be filled
by the Board of Directors; and (v) any director may be removed from office only
pursuant to the affirmative vote of the holders of 70% of the outstanding voting
stock of the Company and only for cause.
STOCKHOLDER RIGHTS PLAN. The Company's Stockholder Rights Plan provides for
a dividend distribution of one Right for each outstanding share of Common Stock
to stockholders of record at the close of business on April 22, 1988 (the
"Record Date"). Each Right entitles the registered holder to purchase from the
Company a unit (a "Unit") consisting of one one-hundredth of a share of Series A
Junior Participating Preferred Stock (the "Preferred Stock"), at a price of $80
per Unit, subject to adjustment (the "Purchase Price"). The Rights will expire
at the close of business on April 22, 1998, unless earlier redeemed by the
Company.
The Rights are attached to all outstanding shares of Common Stock. The
Rights will be exercisable, and transferrable apart from the Common Stock, upon
the earlier to occur of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 20% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person
or group owning 30% or more of the outstanding shares of Common Stock. The
earlier of such dates is called the Distribution Date. The Rights Plan excludes
from its operation Theodore Rosenberg and Sydney J. Rosenberg, individually and
jointly as members of a group, such that their ownership of the Company's Common
Stock will not cause the Rights to become exercisable or nonredeemable or
trigger the other features of the Rights.
5
<PAGE>
After the Record Date and until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued upon transfer
or new issuance of the Common Stock will contain a notation incorporating the
Rights Plan by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock outstanding as of the Record Date will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
In the event that (i) the Company is the surviving corporation in a merger
with an Acquiring Person and its Common Stock is not changed, or (ii) an
Acquiring Person engages in one or more "self-dealing" transactions set forth in
the Rights Plan, or (iii) an Acquiring Person increases his beneficial ownership
of the Company by more than 1% in a transaction involving the Company, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, preferred stock or other
securities) having a value equal to two times the exercise price of the Right.
Following the occurrence of any of the events described above, all Rights that
are, or (as specified in the Plan) were, beneficially owned by any Acquiring
Person, will be immediately null and void.
In the event that, at any time following the Distribution Date, (i) the
Company engages in a merger or other business combination transaction in which
the Company is not the surviving corporation, (ii) the Company engages in a
merger or other business combination transaction with another person in which
the Company is the surviving corporation, but in which its Common Stock is
changed or exchanged, or (iii) 50% or more of the Company's assets or earning
power (on a consolidated basis) is sold or transferred, each holder of a Right
shall thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, common stock of the acquiring company
having a value equal to two times the exercise price of the Right.
The Rights may be redeemed in whole, but not in part, at a price of $.01 per
Right by the Board of Directors at any time prior to ten days after the Stock
Acquisition Date. Until a Right is exercised, the holder will have no rights as
a stockholder of the Company (beyond those as an existing stockholder),
including the right to vote or to receive dividends.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. This statute generally prohibits, under certain
circumstances, a Delaware corporation whose stock is publicly traded, from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless (i) a corporation has elected in its
certificate of incorporation or bylaws not to be governed by this Delaware law
(the Company has not made such an election); (ii) prior to the time the
stockholder became an interested stockholder, the board of directors approved
either the business combination or the transaction which resulted in the person
becoming an interested stockholder, (iii) the stockholder owned at least 85% of
the outstanding voting stock of the corporation (excluding share held by
directors who were also officers or held in certain employee stock plans) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder or (iv) the business combination was approved by the
board of directors and by two-thirds of the outstanding voting stock of the
corporation (excluding shares held by the interested stockholder). An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or any time within the prior three years did own) 15% or more
of the corporation's outstanding voting stock. The term "business combination"
is defined generally to include mergers, consolidations, stock sales,
asset-based transactions, and other transactions resulting in a financial
benefit to the interested stockholder.
6
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TRANSFER AGENT AND REGISTRAR
Chase Mellon Shareholder Services L.L.C. has been appointed as the transfer
agent and registrar for the Company's Common Stock.
LEGAL OPINIONS
The validity of the Common Stock offered hereby will be passed upon for the
Company and the Selling Stockholders by Harry H. Kahn, Esq., Vice President,
General Counsel and Secretary of the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedule II incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended October 31, 1996 have been audited
by KPMG Peat Marwick LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
7
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information.......................... 2
Documents Incorporated by Reference............ 2
The Company.................................... 3
Selling Stockholders........................... 3
Plan of Distribution........................... 3
Description of Capital Stock................... 4
Legal Opinions................................. 7
Experts........................................ 7
</TABLE>
39,158 SHARES
ABM INDUSTRIES INCORPORATED
COMMON STOCK
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PROSPECTUS
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