As filed with the Securities and Exchange Commission on February
10, 1995
Registration No. 33-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
SERVICEMASTER LIMITED PARTNERSHIP SERVICEMASTER INCORPORATED OF
DELAWARE
(Exact Name of Registrants as specified in their charters)
Delaware Delaware
(States or other jurisdictions of incorporation or organization)
36-3497008 36-3858106
(I.R.S. Employer Identification Numbers)
_____________________
One ServiceMaster Way
Downers Grove, Illinois 60515
(708)271-1300
(Address including zip code, and telephone number,
including area code, of Registrants' Principal Executive Office)
_______________________
Vernon T. Squires, Esq.
Senior Vice President and General Counsel
One ServiceMaster Way
Downers Grove, Illinois 60515
(708)271-1300
(Name, address including zip code, and telephone number,
including area code, of agent for service)
Copies of communications to:
Robert H. Kinderman, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
______________________________
Approximate date of commencement of proposed sale to public:
The prospective seller of the shares hereby registered has advised
the registrant that it intends to initiate sales of the Partnership
Shares from time to time in its discretion after this Registration
Statement has become effective.
If only the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. __
If any of the securities being registered on this Form are
being offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. __
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Amount to Proposed Maximum Proposed Maximum Amount of
of Securities be Registered Offering Price Aggregate Registration
to be Registered Per Unit (1) Offering Price (1) Fee
<S> <C> <C> <C> <C>
____________________ _____________ _________________ _________________ ___________
Shares representing
a limited partner
interest in
ServiceMaster Limited
Partnership ("Part-
nership Shares") 30,751 $22.6875 $697,663.00 $240.57
Common Stock, $0.01
Par Value of
ServiceMaster
Incorporated ("SMI
Shares") 30,751 (2) (2) (2)
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) based on the average
of the high and low prices per share of the Partnership Shares
on the New York Stock Exchange as reported in the consolidated
reporting system on February 1, 1995 (on which date the
reported high was $22.875 per share and the reported low was
$22.50 per share).
(2) The Partnership Shares registered hereunder will be
automatically converted into SMI Shares upon consummation of
a Reincorporating Merger between ServiceMaster Limited
Partnership and ServiceMaster Incorporated of Delaware
approved prior to the date of this registration statement and
the issuance of the Partnership Shares registered hereby. The
Reincorporating Merger is scheduled to consummate on December
31, 1997. Therefore, pursuant to Rule 457(i), no additional
registration fee is payable with respect to SMI Shares as they
will be issued upon the mandatory conversion of the
Partnership Shares in the Reincorporating Merger.
_________________________________
The Registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
_________________________________________________________________
<PAGE>
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
DATED FEBRUARY 10, 1995
SERVICEMASTER LIMITED PARTNERSHIP
_______________________
This Prospectus relates to 30,751 shares of limited partner
interests ("Partnership Shares") issued by ServiceMaster Limited
Partnership ("ServiceMaster") which may be sold from time to time
by the holder thereof identified in this Prospectus (the "Selling
Shareholder"). The Partnership Shares were issued in connection
with a related transaction whereby ServiceMaster acquired certain
assets of Head Exterminators, Inc., a California corporation.
ServiceMaster and its direct subsidiary, The ServiceMaster
Company Limited Partnership (the "ServiceMaster Company"), were
formed in December 1986 as limited partnerships under the laws of
the State of Delaware to succeed to the business and assets of
ServiceMaster Industries Inc. which was originally incorporated in
1947. ServiceMaster is a holding company whose Partnership Shares
are listed on the New York Stock Exchange. ServiceMaster's
subsidiaries: (i) provide management services to health care,
education and industrial customers, domestic and foreign (which
services include the management of housekeeping/custodial, plant
operations and maintenance, food services, laundry and linen,
grounds and landscaping, pest control, clinical equipment,
maintenance insurance and energy services), (ii) provide consumer
services to residential and commercial customers, (iii) provide
management services to, and in some cases conduct the direct
operation of, home health care agencies, (iv) provides child care
services primarily to employer or developer sponsored centers, and
(v) support the development of joint venture and other cooperative
arrangements with foreign entities for the benefit of both
ServiceMaster affiliated companies and non-affiliated companies and
in some cases own foreign operating entities which provide pest
control services.
The Selling Shareholder has advised ServiceMaster Partnership:
that the Partnership Shares may be sold by the Selling Shareholder
in one or more transactions (which may involve one or more block
transactions) on the New York Stock Exchange, in sales occurring in
the public market of such Exchange, in separately negotiated
transactions, or in a combination of such transactions; that each
sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices; that some or all of the
Partnership Shares may be sold through brokers acting on behalf of
the Selling Shareholder or to dealers for resale by such dealers;
and that in connection with such sales such brokers and dealers may
receive compensation in the form of discounts or commissions from
the Selling Shareholder and may receive commissions from the
purchasers of Partnership Shares for whom they act as broker or
agent (which discounts and commissions are not anticipated to
exceed those customary in the types of transactions involved). Any
broker or dealer participating in any such sale may be deemed to be
an "underwriter" within the meaning of the Securities Act of 1933
and will be required to deliver a copy of this Prospectus to any
person who purchases any of the Partnership Shares from or through
such broker or dealer.
<PAGE>
ServiceMaster has agreed to pay the cost of the registration
of the Partnership Shares and the preparation of this Prospectus
and the registration statement under which it is filed and all
other costs in connection with the sale of the Partnership Shares,
except for brokerage commissions, compensation to dealers and
similar expenses. The expenses so payable by ServiceMaster are
estimated to aggregate approximately $100.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION. THE COMMISSION HAS NOT PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 10, 1995.
<PAGE>
AVAILABLE INFORMATION
ServiceMaster and ServiceMaster Incorporated of Delaware
("SMI") have jointly filed with the Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act") with respect to both the Partnership Shares
described in this Prospectus and the shares of common stock
issuable by SMI into which those Partnership Shares would be
converted upon the consummation of the Reincorporating Merger
described in this Prospectus (the "SMI Shares"). This Prospectus
does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto as
permitted by the rules and regulations of the Commission. For
information with respect to ServiceMaster, SMI, the Partnership
Shares and the SMI Shares, reference is hereby made to such
Registration Statement, exhibits and schedules. The Registration
Statement may be inspected without charge by anyone at the office
of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549,
and copies of all or any part thereof may be obtained from the
Commission upon payment of the prescribed fees. Statements
contained in this Prospectus as to the contents of any contract or
other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such document filed
as an exhibit to the Registration Statement or otherwise filed with
the Commission. Each such statement is qualified in all respects
by such reference.
ServiceMaster is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"Commission"). SMI will be required, pursuant to Section 15(d) of
the Exchange Act, to file an annual report for its fiscal years
ended December 31, 1994 and 1995. Reports, proxy statements and
other information filed by ServiceMaster and SMI can be inspected
and copies made at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 75 Park Place, New
York, New York 10007 and Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511. Copies of such material 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. In addition, reports, proxy statements and other
information concerning ServiceMaster may be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following ServiceMaster documents are incorporated herein
by reference: (i) Annual Report on Form 10-K for the year ended
December 31, 1993; (ii) Form 10-Q for the quarter ending March 31,
1994, dated May 16, 1994; (iii) Form 10-Q ending June 30, 1994,
dated August 12, 1994; and (iv) Form 10-Q for the quarter ending
September 30, 1994, dated November 14, 1994.
All documents filed by ServiceMaster and SMI pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the
offering of the Partnership Shares shall be deemed to be
incorporated in this Prospectus by reference and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement as
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
ServiceMaster will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or
oral request of each person, a copy of any document incorporated by
reference herein other than exhibits to such documents. Requests
should be directed to ServiceMaster Limited Partnership, One
ServiceMaster Way, Downers Grove, Illinois 60515, Attention: Susan
D. Krause, telephone 708/271-1300.
No person is authorized to give any information or make any
representation not contained in this Prospectus and, if given or
made, such information or representation should not be relied upon
as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to purchase the
Partnership Shares offered by this Prospectus in any jurisdiction
where, or from any person to whom, it is unlawful to make such
offer or solicitation of an offer. Neither the delivery of this
Prospectus nor any distribution of the Partnership Shares offered
pursuant to this Prospectus shall create an implication that there
have been no changes in the affairs of ServiceMaster or SMI since
the date of this Prospectus or that the information in this
Prospectus or in the documents incorporated by reference herein is
correct as of any time subsequent to the dates hereof or thereof.
<PAGE>
THE SELLING SHAREHOLDER
The Selling Shareholder is Head Exterminators, a California
corporation with its principal place of business at 1155 South
Santa Fe Street, Vista, California 92083. The Selling Shareholder
received the Partnership Shares covered by this Prospectus in
exchange for the business and assets owned by the Selling
Shareholder on December 15, 1994. The Selling Shareholder may
pledge some or all of the Partnership Shares covered by this
Prospectus to one or more financial institutions. In the event
that any such institution forecloses on any such pledge and seeks
to sell the Partnership Shares covered thereby, such financial
institution will be deemed a Selling Shareholder and any such sales
shall be covered by this Prospectus. The Selling Shareholder does
not own any Partnership Shares not issued in connection with the
transaction described in this paragraph and not covered by this
Prospectus.
REINCORPORATING MERGER
On January 13, 1992, the holders of ServiceMaster Partnership
Shares approved a Reincorporating Merger which is in essence
intended to convert ServiceMaster into a corporation at the close
of business on December 31, 1997, immediately prior to the
expiration of the provisions in the Internal Revenue Code which
have permitted ServiceMaster to be classified as a partnership for
Federal Income Tax purposes. ServiceMaster Incorporated of
Delaware (herein called "SMI") has been organized to succeed to the
position of ServiceMaster as the parent company through which the
public will invest in the ServiceMaster enterprise as a whole after
the Reincorporating Merger. The applicable Merger Agreement
provides that upon consummation of the Reincorporating Merger every
Partnership Share outstanding immediately prior to the
Reincorporating Merger will be converted into one share of common
stock issued by SMI (an "SMI Share"), and immediately after the
Reincorporating Merger every ServiceMaster shareholder will have
the same proportionate interest in SMI as such shareholder had in
ServiceMaster immediately prior to the Merger. No federal income
tax will be imposed on shareholders by reason of the conversion of
their Partnership Shares into SMI Shares in the Reincorporating
Merger under the laws as now constituted. The Reincorporating
Merger is scheduled to become effective at the close of business on
December 31, 1997 but the Board of Directors of ServiceMaster's
Managing General Partner has the right under certain circumstances
to accelerate the effective date of the Reincorporating Merger and
conversely has the right at its discretion to call off the
Reincorporating Merger at any time before it occurs. Detailed
information about the Reincorporating Merger and its ramifications
is contained in the proxy statement/prospectus dated December 11,
1991 issued to ServiceMaster's shareholders and in the related Form
S-4 Registration Statement, #33-42717, filed by SMI with the
Securities and Exchange Commission. The preceding summary is
qualified in its entirety by reference to such proxy
statement/prospectus and such registration statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
ITEM 14. Other Expenses of Issuance and Distribution
<S> <C>
Registration fee $240.57
New York Stock Exchange listing fee $1,000.00
(Partnership Shares)
Legal fees and expenses $200.00
Accounting fees and expenses $0.00
Miscellaneous $0.00
__________
Total $1,440.57
==========
</TABLE>
All amounts except the registration fee and New York Stock Exchange
listing fee are estimated. All expenses are borne by ServiceMaster
pursuant to previous agreement between ServiceMaster and the
Selling Shareholders except that any and all selling commissions
(none of which are reflected above) shall be borne by the Selling
Shareholders.
ITEM 15. Indemnification of Directors and Officers.
The liability immunity provisions (Section 7.8) in the
ServiceMaster's Agreement of Limited Partnership as Amended and
Restated on January 31, 1992 (the "Partnership Agreement") provide
that no person will have any liability of any kind by reason of
loss, damage or expense suffered by ServiceMaster as a result of
such person's service as a director or officer caused in whole or
in part by any act or failure to act which occurs while such person
is a director of office except: (i) obligations arising under the
express terms of any written contract to which such person is a
party; (ii) the obligation to return to ServiceMaster an amount up
to the value actually realized by such person by stealing or by any
other action which constitutes a criminal felony; (iii) any
liability imposed by contract or applicable law resulting from such
person's competition against ServiceMaster; and (iv) any other
liability from which it is not possible to exempt such person under
applicable law. In addition, if in the future there is any
interpretation or amendment of applicable law broadening the scope
of the exemption from personal liability which ServiceMaster may
provide to its directors and officers, then (subject to the
exceptions quoted in clauses (i), (ii) and (iii) in the first
sentence of this paragraph) the improved exemption will
automatically be made available to such person.
<PAGE>
The indemnification provisions (Section 7.9) in the
Partnership Agreement obligate ServiceMaster to indemnify to the
fullest extent allowable by law any person who at any time serves
as a director or executive officer of ServiceMaster or any general
partner of ServiceMaster against any claim which arises in
connection with such person's service with ServiceMaster, including
service with any subsidiary, any ServiceMaster employee benefit
plan, or in any other capacity in which he or she is asked to serve
by ServiceMaster Management Corporation's board or chief executive
officer. Such board of directors or chief executive officer may
extend the indemnification protection to any other person to the
extent they deem appropriate. Every director and officer and any
other person to whom indemnification coverage may be extended is
referred to as a "Covered Person" and the term "Covered Claim"
refers to any claim against which ServiceMaster is obligated to
provide indemnification protection.
The indemnification provisions obligate ServiceMaster to
reimburse any Covered Person for any payment made by such person
for any legal fees or other expenses reasonably incurred by such
person in order to investigate, evaluate, defend against, pay in
full, settle or otherwise deal with any Covered Claim or any
development or state of facts which could give rise to a Covered
Claim. The indemnification provisions allow ServiceMaster to enter
into a separate written contract agreeing to provide
indemnification or other protection to any Covered Person and
provide that the provisions of such contract are enforceable
against ServiceMaster to the extent permitted by applicable law.
The indemnification provisions provide that, except to the
extent that ServiceMaster otherwise expressly agrees in writing,
ServiceMaster is not obligated to reimburse any person for or
otherwise indemnify any person against: (i) any obligation such
person may have under any written contract except to the extent
such obligation arises by reason of any action taken by such person
to satisfy, settle or otherwise deal with any claim against which
such person is entitled to indemnification; (ii) except as
otherwise expressly provided by a separate written agreement, any
income taxes payable by reason of salary, bonus or other income or
gain actually realized by such person; (iii) any liability imposed
by contract or applicable law resulting from such person's
competition against ServiceMaster ; and (iv) any obligation to pay
an amount up to the value personally realized by such person by
stealing or by any other action which constitutes a criminal
felony. With certain exceptions summarized above, ServiceMaster
will not be obligated to indemnify any person in connection with a
proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized by ServiceMaster
Management Corporation and ServiceMaster Corporation's Board.
<PAGE>
In addition, the Partnership Agreement requires ServiceMaster
to reimburse fully ServiceMaster Management Corporation and
ServiceMaster Corporation for all costs and liabilities incurred by
such corporation in compliance with the indemnification provisions.
The Certificate of Incorporation of SMI contains liability
immunity and indemnification provisions which are, in all material
respects, substantively equivalent to those in ServiceMaster's
Partnership Agreement described above.
Item 16. Exhibits.
See the Exhibit Index herein.
Item 17. Undertakings.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purposes 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.
(b) The undersigned registrants hereby undertake that, for
purposes of determining any liability under the Securities Act of
1933, each filing of such registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrants pursuant to the
provisions described under "Item 15 -- Indemnification of Directors
and Officers" above, or otherwise (except pursuant to insurance)
the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants
of expenses incurred or paid by a director, officer or controlling
person of the registrants 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, such 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
each of the Registrants certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
3 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 and State of Illinois, on this 10th day of
February, 1995.
SERVICEMASTER INCORPORATED SERVICEMASTER LIMITED
OF DELAWARE PARTNERSHIP
Registrant Registrant
By: ServiceMaster Management
Corporation (General
Partner)
/s/ C. William Pollard /s/ C. William Pollard
By: ____________________ By: ____________________
C. William Pollard C. William Pollard
Chairman Chairman
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints C. William
Pollard, Vernon T. Squires, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities (including his capacity as a director and/or
officer of ServiceMaster Management Corporation, ServiceMaster
Limited Partnership and/or ServiceMaster Incorporated of Delaware,
as the case may be), to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities indicated on this 10th day of December,
1994.
Signatories of
ServiceMaster Limited Partnership
_________________________________
Signature Title
_________ _____
/s/ C. William Pollard
_________________________ Chairman and Director
C. William Pollard
/s/ Carlos H. Cantu
_________________________ President, Chief Executive Officer
Carlos H. Cantu and Director (Principal Executive
Officer)
/s/ Charles W. Stair
_________________________ Executive Vice President and Director
Charles W. Stair
/s/ Ernest J. Mrozek
_________________________ Senior Vice President and Chief
Ernest J. Mrozek Financial Officer (Principal
Financial Officer)
/s/ Deborah O'Connor
_________________________ Vice President, Treasurer and Chief
Deborah O'Connor Accounting Officer (Principal
Accounting Officer)
<PAGE>
/s/ Henry O. Boswell
_________________________ Director
Henry O. Boswell
/s/ Brian Griffiths
_________________________ Director
Brian Griffiths
/s/ Herbert P. Hess
_________________________ Director
Herbert P. Hess
/s/ Gunther H. Knoedler
_________________________ Director
Gunther H. Knoedler
/s/ James D. McLennan
_________________________ Director
James D. McLennan
/s/ Vincent C. Nelson
_________________________ Director
Vincent C. Nelson
/s/ Kay A. Orr
_________________________ Director
Kay A. Orr
/s/ Phillip B. Rooney
_________________________ Director
Phillip B. Rooney
/s/ Burton N. Sorenson
_________________________ Director
Burton N. Sorenson
/s/ David K. Wessner
_________________________ Director
David K. Wessner
<PAGE>
Signatories of
ServiceMaster Incorporated of Delaware
______________________________________
Signature Title
_________ _____
/s/ C. William Pollard
_________________________ Chairman, Chief Executive Officer,
C. William Pollard President and Director (Principal
Executive Officer)
/s/ Robert F. Keith
_________________________ Vice President, Treasurer and
Robert F. Keith Director (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Vernon T. Squires
_________________________ Vice President, Secretary and
Vernon T. Squires Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
______ ___________
<C> <S>
(2) Merger and Reorganization Agreement
(incorporated by reference to Annex D to the
ServiceMaster Proxy Statement dated December
11, 1991).
(4) Amended and Restated Agreement of Limited
Partnership of ServiceMaster (incorporated by
reference to Annex A to the ServiceMaster
Proxy Statement dated December 11, 1991).
(5) Opinion of Vernon T. Squires (ServiceMaster's
General Counsel) that the Partnership Shares
and SMI shares hereby registered will be
legally issued, fully paid and nonassessable.
(23a) Consent of Vernon T. Squires to the filing of
his opinion as Exhibit 5 is contained in
Exhibit 5.
(23b) Consent of Arthur Andersen & Co.
(24) Power of Attorney (See II-4)
</TABLE>
EXHIBIT 5
February 10, 1995
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am submitting this letter in my capacity as general counsel to
ServiceMaster Limited Partnership ("ServiceMaster Partnership") and
ServiceMaster Incorporated of Delaware ("SMI") in connection with the
registration statement on Form S-3 to be filed of even date herewith
relating to the registration of shares of limited partner interest in
ServiceMaster Partnership ("Partnership Shares"), sales of which may be made
by certain shareholders of ServiceMaster Partnership (the "Registration
Statement"). This opinion also relates to an equal number of shares of
common stock to be issued by SMI ("SMI Shares") in exchange for the Partnership
Shares pursuant to the reincorporating merger (the "Reincorporating Merger")
whereby SMI will become the corporate successor to ServiceMaster Partnership.
The Reincorporating Merger was approved by the partnership shareholders of
ServiceMaster Partnership on January 13, 1992 and is described in the Proxy
Statement of ServiceMaster Partnership dated December 11, 1991.
Based on the foregoing, it is my opinion that:
1. ServiceMaster Partnership has been duly organized under the Delaware
Revised Uniform Limited Partnership Act (the "Delaware Act").
2. ServiceMaster Partnership has the power under the Delaware Act and
under its Amended and Restated Agreement of Limited Partnership dated January
31, 1992 (the "Partnership Agreement") to issue the Partnership Shares to be
issued as described in the Registration Statement.
3. ServiceMaster Partnership has the power under the Delaware Act and its
Partnership Agreement to issue the Partnership Shares covered by the
Registration Statement (the "Subject Shares") to the Selling Shareholders
identified therein. Issuance of the Subject Shares has been duly authorized
by the Board of Directors of ServiceMaster Partnership's Managing General
Partner, and no other approval is required under the Delaware Act or the
Partnership Agreement as a precondition to the issuance of the Subject Shares.
<PAGE>
4. Neither the Delaware Act, the Illinois Revised Uniform Limited
Partnership Act of 1986 (the "Illinois Act") nor the Partnership Agreement
permits any assessment to be made on or with respect to any of the Subject
Shares or imposes personal liability on a person by reason of the ownership
of any Subject Shares except that: (a) a holder may, of course, be required to
pay a capital contribution or have other obligations under express agreements
the holder may have with ServiceMaster Partnership in addition to the
Partnership Agreement; (b) a holder of Partnership Shares who receives a
distribution on such Partnership Shares in violation of Section 17-607 of the
Delaware Act may be liable to ServiceMaster Partnership of the amount of such
distribution; and (c) under Section 17-303 of the Delaware Act, an owner of
Partnership Shares who participates in control of ServiceMaster Partnership may
be held liable as a general partner to third parties who transact business
with ServiceMaster Partnership reasonably believing, based on such owner's
conduct, that the owner is a general partner.
5. SMI is duly organized and validly existing under the Delaware General
Corporation Law.
6. SMI will have the power under the Delaware General Corporation Law
and the Merger Agreement described in the Proxy Statement to issue the SMI
Shares to be issued upon consummation of the Reincorporating Merger.
7. When certificates representing the SMI Shares issuable by SMI in the
Reincorporating Merger are appropriately executed and distributed in accordance
with the Merger Agreement, the SMI Shares will have been validly issued.
8. Every SMI Share issued in the Reincorporating Merger in exchange for a
Partnership Share which was fully paid and non assessable immediately prior to
the Reincorporating Merger will upon issuance in accordance with the Merger
Agreement be fully paid and non assessable.
My opinions are based on the Delaware General Corporate Law, the Delaware
Act, the Illinois Act and other relevant law as constituted on the date of this
opinion. I express no opinion as to whether any relevant change will be made
in any such law before the Reincorporating Merger consummates.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Vernon T. Squires
Vernon T. Squires
Senior Vice President and
General Counsel
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated January 25, 1994, incorporated
by reference in ServiceMaster Limited Partnership's Form 10-K for the year
ended December 31, 1993, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN L.L.P.
Chicago, Illinois
February 10, 1995
