<PAGE>
As filed with the Securities and Exchange Commission on October 4,
1994
Registration No. 33-39148
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
SERVICEMASTER LIMITED PARTNERSHIP
(Exact name of issuer as specified in its certificate)
Delaware 36-3497008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One ServiceMaster Way, Downers Grove, Illinois 60515
(Address of principal executive officers)
SERVICEMASTER 1994 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
(Full title of the plan)
Vernon T. Squires
General Counsel
ServiceMaster Limited Partnership
One ServiceMaster Way
Downers Grove, Illinois 60515
(Name and address of agent for service)
(708) 271-1300
(Telephone number, including area code, of agent for service)
Please direct copies of communications concerning this registration
statement to:
Robert H. Kinderman
KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2096
____________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum
Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee(1)
<S> <C> <C> <C> <C>
Limited Partnership
Shares 250,000(2) $26.50 $ 6,625,000 $ 2,284.48
Options (3) (3) (3) (3)
</TABLE>
<PAGE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee based upon the
average of the high and low prices reported for the shares on
the New York Stock Exchange on August 1, 1994
(2) This is the total number of Partnership Shares which may
hereafter be issued under the ServiceMaster 1994 Non-Employee
Directors Share Option Plan based on the registrant's
capitalization on the filing date. Pursuant to Rule 416, this
Registration Statement shall also be deemed to cover any
additional Partnership Shares issuable pursuant to the
antidilution provisions of the Plan by reason of share splits,
share dividends, mergers and other capital changes.
(3) This registration statement also registers all options which
may be granted under the Plan. The terms of the Plan require
the optionee to pay such consideration for each option granted
under the Plan as shall be determined by the Committee
administering the Plan and also provides that the price paid
for the options will not reduce the exercise price of the
options. The price paid for the first set of options granted
under the Plan was $1.50 per option share and it is assumed
that the same amount will be charged for subsequent grants (if
any). Accordingly, the registration fee has been based on the
fair market value of the shares subject to the option ($25.00
per share) plus the price of the options themselves ($1.50 per
share) for a total of $26.50 per share.
(4) This registration statement includes all interests under the
Plan which may be deemed securities for purposes of the
Securities Act of 1933. Since no separate consideration is
payable for any such interests, no additional fee is payable
by reason of the registration thereof.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates the following documents by
reference into this registration statement: (a) The registrants's
Annual Report on Form 10K for the fiscal year ended December 31,
1993; and (b) the registrant's Quarterly Reports on Form 10Q for
the quarters ended March 31 and June 30, 1994. The registrant
hereby states that all documents subsequently filed by it pursuant
to Sections 13(a), 13(c) 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities
offered have been sold which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification.
Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act provides that subject to such standards and
restrictions, if any as are set forth in its partnership agreement,
a limited partnership may, and shall have the power to, indemnify
and hold harmless any partner or other person from and against any
and all claims and demands whatsoever.
Section 6.9 of the ServiceMaster Limited Partnership Agreement
as constituted on the date of the filing of this registration
statement (the "registration date"), Section 6.8 of the
ServiceMaster Company Limited Partnership Agreement as constituted
on the registration date, Section 7.9 of the Amended and Restated
Agreement of Limited Partnership for ServiceMaster Consumer
Services Limited Partnership as constituted on the registration
date and Section 7.8 of the Amended and Restated Agreement of
Limited Partnership for ServiceMaster Management Services Limited
Partnership as constituted on the registration date provide in
general that the partnerships governed by these agreements (the
"Principal Partnerships") will indemnify and advance expenses to
the general partners and the stockholders, directors, of officers
and employees of the general partner (the "Indemnitees") to the
fullest extent permitted by law. Any indemnification under these
provisions will be limited to the assets of the Principal
Partnerships. Each Indemnitee would be indemnified against all
<PAGE>
expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by the Indemnitee in
connection with being involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the Indemnitee serving in one of the foregoing capacities or on
behalf of the Partnership, any subsidiary partnership or
ServiceMaster Management Corporation or in a similar capacity with
another entity at the request of any of the preceding entities.
This indemnification would, under certain circumstances, include
indemnification for liabilities under the Securities Act of 1933.
Each Indemnitee would automatically be entitled to the advancement
of expenses in connection with the foregoing indemnification. The
Indemnitee would be entitled to the foregoing indemnification and
to retain any expenses advanced unless the Principal Partnerships
satisfied their burden of proof by clear and convincing evidence
that the Indemnitee failed to act in good faith and in a manner
that the Indemnitee actually believed to be in or not opposed to
the best interests of the Principal Partnerships to enforce the
foregoing indemnification and advancement of expense provisions,
and to recover the costs and expenses of persecuting successfully
(in whole or in part) any such suit. The foregoing provisions
would not be exclusive of any other rights the Indemnitees might
have under any statute, agreement, vote of shareholders or
otherwise. Indemnification and the advancement of expenses would
be permissive (but not mandatory) in the case of certain employees
and agents.
The Partnership Agreements governing the Principal
Partnerships also provide that no Indemnitee will be liable to the
Principal Partnerships or any shareholder unless the Principal
Partnerships or the shareholder satisfies its burden of proof by
clear and convincing evidence that the Indemnitee (a) breached a
duty of loyalty, (b) acted in bad faith or engaged in intentional
misconduct or a knowing violation of law or (c) derived an improper
personal benefit.
The Principal Partnerships are authorized to purchase
insurance against liabilities asserted against and expenses
incurred by any person in connection with their activities, whether
or not the Principal Partnerships would have the power to indemnify
such person against such liabilities under the provisions described
above.
The governing instruments of other subsidiaries of the
Registrant contain analogous provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits.
<PAGE>
Item 9. Undertakings.
512(a) Rule 415 offering.
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.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference 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.
(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.
512(b) Filings incorporating subsequent Exchange Act
documents by reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
<PAGE>
incorporated by reference in the registration statement 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.
512(h) Request for acceleration of effective date or
filing of registration statement on Form S-8.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 int he Act 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 Act and
will be governed by the final adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
any Authorized Officer acting alone to execute in the name of such
person, and to file, any amendments to the Registration Statement
(whether pre-effective or post-effective), any prospectus or
prospectus supplements or any other documents which any Authorized
Person deems necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, and to take any other action on
behalf of such person which any Authorized Officer deems necessary
or desirable in connection herewith. The term "Authorized Officer"
as applied with respect to any action taken pursuant to this
authorization means (i) any person who is the Registrant's Chief
Executive Officer, Chief Financial Officer, General Counsel or
Secretary at the time such action shall be taken and (ii) any other
officer of the Registrant who shall be authorized by any person
identified in clause (i) to act as an Authorized Officer for
purposes of this paragraph.
SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Downers Grove, State of Illinois, on October 4, 1994.
SERVICEMASTER LIMITED PARTNERSHIP
By: SERVICEMASTER MANAGEMENT
CORPORATION
General Partner
By /s/ Vernon T. Squires
Its Senior Vice President
and General Counsel
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Name Title Date
/s/ C. William Pollard
C. William Pollard Chairman and
Director September 6, 1994
/s/ Carlos H. Cantu
Carlos H. Cantu President and Chief
Executive Officer
and Director
(Principal
Executive Officer) September 6, 1994
/s/ Ernest J. Mrozek
Ernest J. Mrozek Vice President and
Chief Financial
Officer (Principal
Financial Officer) September 6, 1994
/s/ Henry O. Boswell
Henry O. Boswell Director September 6, 1994
/s/ Lord Brian Griffiths
Lord Brian Griffiths of
Fforestfach Director September 6, 1994
/s/ Herbert P. Hess
Herbert P. Hess Director September 6, 1994
/s/ Gunther H. Knoedler
Gunther H. Knoedler Director September 6, 1994
/s/ James D. McLennan
James D. McLennan Director September 6, 1994
/s/ Vincent C. Nelson
Vincent C. Nelson Director September 6, 1994
/s/ Kay A. Orr
Kay A. Orr Director September 6, 1994
<PAGE>
/s/ Phillip B. Rooney
Phillip B. Rooney Director September 6, 1994
/s/ Burton E. Sorensen
Burton E. Sorensen Director September 6, 1994
/s/ Charles W. Stair
Charles W. Stair Director September 6, 1994
/s/ David K. Wessner
David K. Wessner Director September 6, 1994
<PAGE>
<TABLE>
EXHIBITS
<CAPTION>
Exhibit
No. Description of Exhibit
<C> <S>
4.1 ServiceMaster Limited Partnership Agreement of
Limited Partnership as Amended and Restated on
January 1, 1993. Incorporated by reference to
Exhibit 4.6 to the Annual Report on Form 10-K for
the year ended December 31, 1993 (SEC File No. 1-
9378).
4.2 ServiceMaster 1994 Non-Employee Directors Share
Option Plan as constituted on the date of the
initial filing of this registration statement.
4.3 Form of Option Agreement Providing for an Option
Under the ServiceMaster 1994 Non-Employee
Directors Share Option Plan.
4.4 Form of Term Sheet specifying certain Option
Terms.
5 Opinion of Vernon T. Squires, General Counsel,
ServiceMaster Limited Partnership, on the validity
of the Shares.
24.1 Consent of Arthur Andersen & Co.
24.2 Consent of Vernon T. Squires (included in his
opinion filed as Exhibit 5).
</TABLE>
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit
No. Description of Exhibit
<C> <S>
4.2 ServiceMaster 1994 Non-Employee Directors Share
Option Plan as constituted on the date of the
initial filing of this registration statement.
4.3 Form of Option Agreement Providing for An Option
Under the ServiceMaster 1994 Non-Employee Directors
Share Option Plan.
4.4 Form of Term Sheet Specifying Certain Option Terms.
5 Opinion of Vernon T. Squires, General Counsel,
ServiceMaster Limited Partnership, on the validity
of the Shares.
24.1 Consent of Arthur Andersen & Co.
24.2 Consent of Vernon T. Squires (included in his
opinion filed as Exhibit 5).
</TABLE>
<PAGE>
EXHIBIT 4.2
This instrument constitutes part of a prospectus covering
securities that have been registered under the securities act of
1933.
SERVICEMASTER LIMITED PARTNERSHIP
1994 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
_____________________
1. Purpose. The purpose of the ServiceMaster Limited
Partnership 1994 Non-Employee Directors Share Option Plan (the
"Plan") is to attract, retain and compensate highly-qualified
individuals who are not current employees of ServiceMaster Limited
Partnership ("ServiceMaster") or any affiliate thereof as members
of the Board of Directors of ServiceMaster Management Corporation
(the "Board of Directors") and to enable them to increase their
ownership and/or their right to ownership of ServiceMaster limited
partnership shares ("ServiceMaster Shares"). The Plan will be
beneficial to ServiceMaster and its shareholders in that it will
allow these Directors to have a greater personal financial stake in
ServiceMaster through the ownership of ServiceMaster Shares and
will underscore their common interest and identification with
shareholders to increase the value of ServiceMaster Shares.
2. Eligibility. All members of the Board of Directors who are
not current employees of ServiceMaster or any subsidiary or
affiliated company at the time of the award of an option ("Non-
Employee Directors") are eligible to participate in the Plan.
3. Shares Subject to the Plan. The total number of
ServiceMaster Shares for which options may be granted under the
Plan shall not exceed 250,000 (as adjusted as provided in Section
<PAGE>
7 hereof). Shares issued pursuant to the exercise of options
granted under the Plan may be either authorized and previously
unissued shares, issued shares which have been repurchased by
ServiceMaster, or any combination thereof. If any option granted
under the Plan shall terminate, expire or (with the consent of the
optionee) is canceled without having been exercised in full, new
options may be granted with respect to such shares without again
being charged against the maximum share limitation set forth above.
4. Administration. (a) The Plan shall be administered by the
Non-Employee Directors Option Committee (the "Committee"), the
members of which shall be limited to persons who qualify as
independent members of the Board of Directors. The Committee may
consist of all of such persons or such lesser number as may be
selected by the independent members of the Board of Directors.
(b) The Committee may from time to time adopt rules for
carrying out the provisions and purposes of the Plan. The
interpretation and construction by the Committee of any of the
provisions of, and the determination of any questions arising
under, the Plan or any such rule or any agreement evidencing
options granted under the Plan shall be final, binding and
conclusive on all persons interested in the Plan.
(c) The Secretary of ServiceMaster Management Corporation is
authorized to implement the Plan in accordance with its terms and
to take such actions of a ministerial nature as are necessary to
effectuate the intent and purpose of the Plan.
(d) The validity, construction and effect of the Plan and any
<PAGE>
rules relating to the Plan shall be determined in accordance with
the laws of the State of Delaware without regard to its conflicts
of law principles.
5. Awards of Options. Options to purchase 5,000
ServiceMaster Shares shall be offered to each Non-Employee Director
promptly after the Plan has been effected. Thereafter, options
shall be offered to Non-Employee Directors at such times and in
such amounts as shall be established by the Committee.
6. Consideration for Options. (a) There shall be required
from each Non-Employee Director to whom an option is offered under
this Plan, as consideration for the option and as a condition to
the receipt of the option, the payment in cash in the amount set
forth in paragraph (b) below. An option shall not be considered as
granted until such payment has been received by ServiceMaster. If
any prospective recipient does not make such payment at the time
established by the Committee for the delivery of option documents
to the prospective recipient, the grant of the option shall be
rescinded and the shares subject to such option shall again become
available for use under the Plan. The date established for the
delivery of option documents shall be in reasonably close proximity
to the date on which the option was offered.
(b) The consideration for the first options granted under
this Plan shall be $7,500 for each option ($1.50 per option share).
The Committee shall establish the amount of consideration for
options subsequently granted.
<PAGE>
7. Terms and Conditions of Options. All options shall be
evidenced by option agreements which shall be in such form as the
Committee may from time to time approve and shall be executed on
behalf of ServiceMaster by the Chairman or the President of
ServiceMaster. Each option agreement shall be subject to the Plan
and, in addition to such other terms and conditions as the
Committee may deem desirable, shall provide in substance as
follows:
(a) Exercise Price. The exercise price per share for
which each option is exercisable shall be equal to 100% of the
fair market value of a ServiceMaster Share as of the date such
option is offered ("Fair Market Value"). Such Fair Market
Value shall be the closing sale price of the ServiceMaster
Shares on the trading day next preceding the date on which the
option is offered as reported on the New York Stock Exchange
Composite Tape. The exercise price shall be subject to
adjustment as provided in Section 7 hereof.
(b) Term of Options. The option shall expire 10 years
from the date of the grant but shall be subject to earlier
termination as hereinafter provided. If a Non-Employee
Director subsequently becomes an employee of the Company while
remaining a member of the Board of Directors, any options held
under the Plan by such person at the time of such commencement
of employment shall not be affected.
(c) Effect of Termination of Service as a Director. The
option shall be exercisable after the date of termination of
the optionee's service as a member of the Board of Directors
<PAGE>
only in accordance with the following rules:
(1) Upon the death of the optionee, the option
shall become immediately exercisable in full. The option
may be exercised at any time within one year after death
by the optionee's executor or administrator or by the
distributee to whom such options may have been
transferred by will or by the laws of descent and
distribution.
(2) If the optionee's service as a director
terminates for any reason other than death, the option
may be exercised by the optionee to the extent vested
within six months after such termination of service. If
the optionee should die within such six-month period, the
option may be exercised at any time within one year after
such death by the optionee's executor or administrator or
by the distributee to whom such options may have been
transferred by will or by the laws of descent and
distribution.
The foregoing provisions shall not extend the period during
which the option may be exercised beyond the date it expires
by its terms.
(d) Exercise Procedure. The option shall be exercisable
only by giving ServiceMaster a written notice of exercise,
accompanied by full payment of the exercise price either (i)
in cash or (ii) in ServiceMaster Shares having a then fair
market value equal to the exercise price or (iii) a
<PAGE>
combination of cash and ServiceMaster Shares which in the
aggregate are equal in value to the exercise price. At the
discretion of the Committee, the option agreement may provide
that ServiceMaster Shares may be issued in the name of the
optionee and another person jointly with the right of
survivorship.
(e) Nontransferability. The option shall not be
transferable by the optionee except that the following
transfers may be made: (i) transfers by will or by the laws of
descent and distribution, and (ii) transfers to organizations
which qualify as charitable organizations under section
501(c)(3) of the Internal Revenue Code of 1986, as amended.
During the lifetime of the optionee, the option may be
exercised only by the optionee or by such optionee's legal
representative or by an authorized representative of a
charitable organization to which the option has been duly
transferred.
(f) Withholding of Taxes. It shall be a condition to
the obligation of ServiceMaster to issue ServiceMaster Shares
upon the exercise of the option that the optionee pay to
ServiceMaster, upon its demand, such amount, if any, as may be
requested by ServiceMaster for the purpose of satisfying its
liability to withhold federal, state or local income or other
taxes incurred by reason of the exercise of the option. Such
payment may be made by reducing the number of ServiceMaster
Shares which would otherwise be issued by the number of shares
<PAGE>
which, at their then current value, covers ServiceMaster's
withholding obligation. If the amount requested is not paid,
ServiceMaster may refuse to issue ServiceMaster Shares upon
the exercise of the option.
8. Adjustment Upon Changes in ServiceMaster Shares; Stock of
ServiceMaster Incorporated of Delaware. (a) The Board of Directors
shall make or provide for such adjustments in the option price and
in the number or kind of shares or other securities covered by
outstanding options as the Board of Directors in its sole
discretion, exercised in good faith, shall determine is equitably
required to prevent dilution or enlargement of rights of optionees
that would otherwise result from (i) any share dividend, share
split, combination of shares, issuance of rights or warrants to
purchase shares, recapitalization or other changes in the capital
structure of ServiceMaster; (ii) any merger, consolidation,
reorganization or partial or complete liquidation, or (iii) any
other transaction or event having an effect similar to any of the
foregoing. The determination of the Board of Directors as to what
adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive.
(b) Anything in the foregoing to the contrary
notwithstanding, at the time when the Reincorporating Merger as
approved by the shareholders of ServiceMaster in January 1991
becomes effective, each outstanding option for ServiceMaster Shares
shall, without further action by the Board of Directors or the
Committee, become an option for a like number of shares of common
<PAGE>
stock of ServiceMaster Incorporated of Delaware; and each option
which is thereafter granted under the Plan shall be an option for
shares of common stock of ServiceMaster Incorporated of Delaware.
All references in this Plan to "ServiceMaster Shares" shall
thereafter be deemed to mean references to shares of common stock
of ServiceMaster Incorporated of Delaware and all references in
this Plan to the "Board of Directors" shall thereafter be deemed to
mean references to the Board of Directors of ServiceMaster
Incorporated of Delaware.
9. Fractional Shares. No fractional shares shall be issued
pursuant to any option granted hereunder. Any fractional share
resulting from an adjustment pursuant to Section 7 shall be
eliminated.
10. Government Regulations. The Plan, the grant and the
exercise of options hereunder, and ServiceMaster's obligation and
deliver ServiceMaster Shares pursuant to any such exercise, shall
be subject to all applicable federal and state laws, rules,
regulations.
11. Term of the Plan. The Plan shall become effective on the
date of its approval by the Board of Directors. The period during
which grants of options may be made under the Plan shall terminate
on December 31, 2004, unless the Plan is terminated earlier by the
Board of Directors.
12. Amendment, Suspension or Termination of the Plan. (a)
The Board of Directors at any time and from time to time may amend
or suspend the Plan, and the Board of Directors may at any time
<PAGE>
terminate the Plan, provided, however, that without the written
consent of the optionee, no amendment, suspension or termination of
the Plan shall adversely affect any option previously granted under
the Plan (but it shall be conclusively presumed that any adjustment
or change as provided in Section 7 does not adversely affect any
such right).
(b) Termination of the Plan, whether by lapse of time or
action by the Board of Directors pursuant to paragraph 12, shall
not affect outstanding options which have been granted prior to
such termination, and all unexpired options shall continue in full
force and effect after the termination of the Plan except as they
shall lapse by their own terms. The terms of the Plan shall
continue to apply to such options.
13. No Right to Continue as Director. Neither this Plan
nor the granting of an option hereunder nor any other action taken
with respect to this Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that a director has
a right to continue as a member of the Board of Directors for any
period of time, or at any particular rate of compensation.
-oOo-
<PAGE>
EXHIBIT 4.3
This instrument constitutes part of a prospectus covering
securities that have been registered under the Securities Act of
1933.
OPTION AGREEMENT
For Option Granted Under the
ServiceMaster 1994 Non-Employee Directors Share Option Plan
ServiceMaster Limited Partnership, a Delaware limited
partnership (the "Company") and ______________________ (the
"Optionee") hereby agree as follows:
Part 1. Option Terms
1.1 Definitions. As used in this Agreement, the following
terms have the indicated meanings:
"Company" means ServiceMaster Limited Partnership,
a Delaware limited partnership.
"Plan" means the ServiceMaster 1994 Non-Employee
Directors Share Option Plan as constituted on the
Granting Date and, subject to the limitations set forth
in Section 12 of the Plan, as amended from time to time
thereafter.
"Shares" means the units of limited partner interest
of the Company, or any successor organization to the
Company (as more fully set forth in the Plan).
"Term Sheet" means the document which is referenced to
and delivered concurrently with this Agreement and which sets
forth certain terms and conditions of the option granted
hereunder.
<PAGE>
1.2 Grant. (a) The Company hereby grants to the Optionee an
option (the "Option") under the Plan which entitles the Optionee to
purchase from the Company the Shares which are subject to the
Option on the terms and subject to the conditions specified in this
Agreement and in the Plan and in the Term Sheet.
(b) Various terms governing this option, including the
Granting Date, the consideration payable for the option, and the
exercise price under the option, are set forth in the Term Sheet.
The Term Sheet has been signed by the Company and must be signed by
the Optionee before the Optionee has any rights under this
agreement.
(c) Upon execution of the Term Sheet, the Optionee shall
immediately make a cash payment to the Company in the amount of the
Option Acquisition Price as specified in the Term Sheet.
1.3 Number of Shares Purchasable. Unless and until an
adjustment shall be made pursuant to Part 8 of the Plan, the number
of Shares which are subject to the Option are the number specified
in the Term Sheet.
1.4 Option Exercise Price. Unless and until an adjustment is
made pursuant to Part 8 of the Plan, the price at which the Shares
which may be purchased from the Company upon any exercise of this
Option shall be the original exercise price specified in the Term
Sheet.
<PAGE>
Part 2: Exercise
2.1 Time of Exercise. This Option may be exercised in whole
or in part and at such time or times as the person entitled to
exercise the Option may desire with respect to all Shares then
available under this Option, provided, that in no event may the
Option be exercised after the expiration date set forth in the Term
Sheet or in a manner or to an extent contrary to the provisions of
this Agreement or the Plan.
2.2 Manner of Exercise. (a) The person entitled to exercise
this Option may do so by giving the Company a written notice (the
"Exercise Notice") which shall --
(i) identify the Option;
(ii) specify the number of Shares with respect to which
the Option is then being exercised;
(iii) state the price at which the shares will be
purchased;
(iv) identify the Exercise Date which shall govern
such exercise; and
(v) state that the person signing the Exercise agrees
to purchase the Shares so specified at the price
and on the terms established in this Agreement and
the Plan;
(vi) be signed by the person entitled to exercise the
Option.
A form of Exercise Notice which will be deemed satisfactory by the
Company is attached to this Agreement as Exhibit A.
2.3 Exercise Date. (a) This Option shall be deemed to have
been exercised on the date (the "Exercise Date") on which the
Exercise Notice, completed as required by Section 2.2 (or completed
in such other form or manner as the Company's Secretary or the
Committee shall approve), is delivered to the office of the
<PAGE>
Secretary of the Company or at such other place as may have been
designated by the Secretary or the Committee at the time of such
exercise as a place to which notices of exercise of options granted
under the Plan may be delivered.
(b) Delivery of the Exercise Notice may be made by personal
delivery or by United States mail.
2.4 Manner of Payment. The price which is payable for the
Shares to be purchased upon the exercise of any option granted
under this Plan shall be paid to the Company in full and in cash by
the Optionee at the time of the delivery of the Exercise Notice.
2.5 Termination of Option. (a) The Option shall terminate on
whichever of the following dates occurs first: (i) the Expiration
Date as specified in the Term Sheet or (ii) any other date
established under any of the provisions of the Plan as the date
after which the option may not be exercised. The applicable date
under this Section 2.5(a) is hereinafter referred to as the
"Termination Date".
(b) The Option may not be exercised after its Termination
Date. Thus, the Option does not convey any right to purchase any
Shares which Optionee (or other holder of the Option) has not
agreed to purchase in an Exercise Notice delivered to the Company
on or prior to the Termination Date in accordance with the
requirements of the preceding sections of this Part 2.
Part 3: The Plan Terms
3.1 Plan Terms Control. The Option has been granted under
the Plan as constituted at the Granting Date. The terms of the
<PAGE>
Plan as constituted at the Granting Date are incorporated into this
Agreement by reference and shall control the rights and obligations
of the Company and the Optionee under this Agreement.
3.2 Effect of Subsequent Changes in the Plan. No change in
the Plan which shall be made after the Granting Date shall
adversely affect the rights of the Optionee under this Agreement
unless the Optionee shall have agreed in writing to such change.
No change in the Plan after the Granting Date shall inure to the
benefit of the Optionee except to the extent expressly permitted by
the Committee.
Part 4. General Provisions
4.1 Capital Changes. The Committee shall have the right to
determine the effect of each Capital Change upon the parties'
respective rights and obligations under this Agreement.
4.2 Securities Law Compliance. The Optionee shall not offer,
sell or otherwise dispose of any of the Shares acquired by reason
of any exercise of the Option in any manner which would violate the
Securities Act of 1933 or any other state or federal law or require
the Company to make any fling or take any action to avoid such a
violation.
4.3 Terms Defined in the Plan. Every term which is defined
or given a special meaning in the Plan has the same meaning
whenever it is used in this Agreement.
4.4 Binding Agreement. (a) Each party acknowledges that it
is intended that the other party may rely on the rights granted by
this Agreement and that this Agreement is supported by adequate
<PAGE>
consideration and is binding on each party in accordance with its
terms.
(b) This Agreement shall also be binding upon and inure to the
benefit of any successor of the Company.
4.5 Complete Agreement. This Agreement, the Term Sheet and
the Plan together contain the complete agreement of the parties
relating to the Option. The rights and obligations of the parties
evidenced by this Agreement, the Term Sheet and the Plan supersede
any prior understandings, agreements or representations by or
between the parties which may have related to such subject matter
in any way.
4.6 Amendments and Waivers. The provisions of this Agreement
may be amended, and a person may take any action which is
prohibited herein or omit to perform any action required to be
performed by such person, only if such amendment, act or omission
has been approved in writing by the parties to the Agreement. No
course of dealing or any delay in exercising any rights hereunder
shall operate as a waive of any rights of any person under this
Agreement. A waiver upon any one occasion shall not be construed
as a bar or waiver of any right or remedy on any future occasion.
4.7 Counterparts. This Agreement and the Term Sheet may be
executed in one or more counterparts, each of which shall be an
original but all of which together shall constitute one and the
same instrument.
4.8 Notices. Any notice to the Company required or permitted
by the terms of this Agreement shall not be deemed to have been
<PAGE>
given unless is it in writing and shall be deemed to have been
given at (but not before) the time it has been delivered in writing
to the office of the Secretary of the Company or to such other
place as the Company may designate in writing from time to time.
4.9 Captions. The captions used in this Agreement are for
convenience only, do not constitute a part of this Agreement, and
shall not be deemed to limit, characterize, or in any way affect
any provision of this Agreement.
4.10 Execution. The parties have executed the Term Sheet to
evidence their intention to be bound by every provision of this
Agreement.
-oOo-
<PAGE> Exhibit A
NON-EMPLOYEE DIRECTORS
EXERCISE FORM
To: The Secretary
ServiceMaster Limited Partnership
One ServiceMaster Way
Downers Grove, IL 60515
Pursuant to the provisions of the Option Agreement which I
entered into with ServiceMaster Limited Partnership under the
ServiceMaster 1994 Non-Employee Directors Share Option Plan (the
"Plan") covering an option to purchase shares of ServiceMaster
Limited Partnership which was granted August 1, 1994, I hereby
notify you that I wish to exercise such option as follows:
Number of shares as to which the option
is being exercised ______________
Exercise price (number of shares times the
price stated in the option agreement) $______________
Exercise date (date of delivery of this notice)______________
In connection with the exercise of my option:
1. I hereby agree to purchase the Shares in the number and at the
price as set forth above and on the terms established under
the terms of the Plan, the Option Agreement and the
regulations adopted by the Option Committee;
2. I represent that I am the person entitled under the option
agreement and the Plan to purchase the Shares covered by this
notice;
3. I have received the most recent annual report of ServiceMaster
Limited Partnership and am familiar with the information
contained in that report.
________________________________
Signature
________________________________
Printed Name
<PAGE>
EXHIBIT 4.4
1994 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
SERVICEMASTER OPTION TERM SHEET
Dated August 1, 1994
TO : _________________
ServiceMaster Limited Partnership ("ServiceMaster") is
pleased to grant you an option under its 1994 Non-Employee
Directors Share Option Plan on the following terms:
Number of Shares Originally Subject
to Option 5,000 Shares
Option Acquisition Price payable by you
immediately to ServiceMaster $7,500 (i.e.,
$1.50 for every
share subject to
the option)
Exercise Price at which you are
entitled to purchase shares under the
Option $25.00 per Share
Grant Date: August 1, 1994
Expiration Date: July 31, 2004
Enclosed are the following materials relating to your new
option (which together with this Term Sheet comprise your "Option
Package"):
1. Option Agreement
2. ServiceMaster Limited Partnership 1994 Non-Employee
Directors Option Plan.
3. Description of Certain Federal Income Tax
Considerations Applicable to the Plan.
You should have a copy of ServiceMaster's 1993 Annual Report
to Shareholders, but if you do not, we will send one to you.
While you hold your options, ServiceMaster will furnish you with
copies of all communications to its Shareholders as such
communications are issued.
Please read the enclosed materials carefully. If you decide
to accept the option, please:
1. Sign your name at the place provided at the bottom of
the reverse side of this page to acknowledge receipt of
(OVER)
<PAGE>
your Option Package and to signify your agreement to the terms of
the enclosed Option agreement, and
2. Send a check payable to ServiceMaster Limited
Partnership in the amount of $7,500 and one signed copy
of this Term Sheet to Susan Krause at ServiceMaster's
headquarters at One ServiceMaster Way, Downers Grove,
Illinois 60515-9969. Susan can be reached by
telephone at 708/271-2500.
Please keep a second copy of this Term Sheet and the other option
package documents for your records.
If you do not return your Option Acquisition Price payment
and the signed Term Sheet to Susan Krause by October 31, 1994,
ServiceMaster reserves the right to revoke your option. If your
option is revoked, it may not be exercised thereafter.
ServiceMaster regularly files with the Securities and
Exchange Commission a 10-Q report within 45 days after the end of
each of the first three calendar quarters each year and files an
Annual Report on Form 10-K with the Commission within 90 days
after the end of each year. ServiceMaster may also make other
filings with the Commission from time to time. These filings
contain ServiceMaster financial statements and other information
about ServiceMaster. ServiceMaster will be glad to provide you
with any copies of these materials you request. Please direct
your request to Susan Krause at the address or phone number given
above. We will also be happy to answer any other questions you
may have about the ServiceMaster 1994 Non-Employee Directors
Share Option Plan or its administration.
This Term Sheet and each of the three other components of
your Option Package identified above constitute part of a
prospectus covering securities that have been registered under
the Securities Act of 1933. The ServiceMaster 1994 Non-Employee
Directors Share Option Plan is not subject to any of the
provisions of the Employee Retirement Income Act of 1974. The
Shares obtainable by exercise of your option may be Shares
repurchased by ServiceMaster in the public market or originally
issued Shares. In either event, ServiceMaster will receive both
the option acquisition price and exercise price payable for
Shares you purchase upon exercise of your option.
SERVICEMASTER LIMITED PARTNERSHIP
By: ServiceMaster Management Corporation
By: /s/ Vernon T. Squires
Sr. Vice President and General Counsel
<PAGE>
I acknowledge that I have received and read the Option Package
and the ServiceMaster Annual Report identified in this Term Sheet.
I accept the Option described in this Term Sheet and in the
accompanying Option Agreement and Option Plan, and I agree to be
bound by all terms in this Term Sheet, the Option Agreement and
Option Plan. I confirm that I am acquiring the Option for
investment and that I will also acquire shares issuable upon
exercise of the Option for investment.
PLEASE SIGN HERE: SS#:
<PAGE>
EXHIBIT 5
SERVICEMASTER LIMITED PARTNERSHIP
One ServiceMaster Way
Downers Grove, Illinois 60515
October 4, 1994
To: Securities and Exchange Commission
Washington, D.C.
Re: ServiceMaster Limited Partnership
Registration Statement on Form S-8
for the ServiceMaster 1994 Non-
Employee Directors Share Option
Plan
I am Senior Vice President and General Counsel of
ServiceMaster Limited Partnership, a Delaware limited partnership
(the "Partnership"), and, in that capacity I am familiar with the
registration under the Securities Act of 1933 on the captioned
registration statement (the "Registration Statement") of the
partnership Shares (the "Partnership Shares") and options to
purchase those Shares to be offered and issued by the Partnership
pursuant to the ServiceMaster 1994 Non-Employee Directors Share
Option Plan (the "Plan"). The Partnership Agreement governing the
Partnership is herein called the "Partnership Agreement."
The opinions contained in this letter are limited to the
Delaware Revised Uniform Limited Partnership Act, Del. Code Ann.
tit. 6, section 17-101 et seq., as now constituted (the "Delaware
Act") which is the statute under which the Partnership is
organized. I express no opinion as to the effect that any other
law or governmental requirement might have with respect to the
Partnership.
Based upon and subject to the foregoing, I hereby advise you
that in my opinion:
1. The Partnership is duly organized and validly
existing as a limited partnership under the Delaware Act.
2. The Partnership has the power under the Delaware Act
and the Partnership Agreement to issue the Partnership Shares
to be purchased pursuant to the terms of the Plan.
3. Partnership Shares issued by the Partnership upon
exercise any option duly authorized and granted under the Plan
will upon issuance and payment of all amounts owed to the
Partnership under the terms of the option constitute Shares
legally issued by the Partnership.
<PAGE>
4. The Delaware Act will not permit any assessment to
be made against the owners of the Partnership Shares issued as
contemplated in paragraph 3 except to the extent permitted by
Section 17-608 of the Delaware Act and except that we express
no opinion with respect to whether or to what extent limited
liability may exist for any limited partner who is, was, or
may become a named general partner in the Partnership or who
participates in the control of the Partnership.
I consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Vernon T. Squires
Vernon T. Squires
Sr. Vice President and
General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports, dated January 25, 1994 (included or incorporated by
reference) in the ServiceMaster Limited Partnership Form 10-K for
the year ended December 31, 1993, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Chicago, Illinois
September 28, 1994
