SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20547
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 26, 1997
THE SERVICEMASTER COMPANY
(Exact name of registrant as specified in its certificate)
(Successor to ServiceMaster Limited Partnership)
Commission File Number: ___________
Delaware One ServiceMaster Way 36-3858106
Downers Grove, IL 60515
(State or other jurisdiction (Address of principal (I.R.S. Employer
of incorporation or organization) executive office) Identification No.)
Registrant's telephone number, including area code: (630) 271-1300
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Item 5. Other Events
Registrant as the Successor to ServiceMaster Limited Partnership
Pursuant to the plan previously announced by ServiceMaster Limited Partnership,
a Delaware limited partnership, to convert the parent entity in the
ServiceMaster enterprise from partnership form to corporate form at the end of
1997, The ServiceMaster Company, a Delaware corporation (the "Corporation"), has
become the entity which has succeeded to ServiceMaster Limited Partnership as
such parent entity. The effective date and time of the conversion was December
26, 1997 at 11:59 P.M., Eastern Standard Time (the "Effective Time").
At the Effective Time, holders of limited partner units of ServiceMaster Limited
Partnership became holders of the same number of shares of common stock of the
Corporation.
Certificates for partnership units are deemed to represent the same number of
corporate shares and there is no requirement for any exchange of certificates.
The shares of common stock of the Corporation will trade on the New York Stock
Exchange under the symbol "SVM".
The shares of common stock of the Corporation are deemed to be registered with
the Securities and Exchange Commission under section 12(b) of the Securities
Exchange Act of 1934 as amended (the "Exchange Act") by operation of paragraph
(a) of Reg. Section 240.12g-3 of the rules and regulations as promulgated by the
Securities and Exchange Commission under the Exchange Act.
The Corporation will file reports on the same forms and its shares of common
stock will be subject to the provisions of sections 14 and 16 of the Act to the
same extent as its predecessor entity.
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Item 7. Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
1. Amended and Restated Certificate of Incorporation of
The ServiceMaster Company as filed with the Secretary
of State, State of Delaware, on November 6, 1997 is
incorporated by reference to Exhibit 1 to the Form
8-K filed by ServiceMaster Limited Partnership on
December 23, 1997.
2. Bylaws of The ServiceMaster Company as adopted on
November 3, 1997 is incorporated by reference to
Exhibit 2 to the Form 8-K filed by ServiceMaster
Limited Partnership on December 23, 1997.
3. Shareholder Rights Agreement between The
ServiceMaster Company and the Harris Trust and
Savings Bank as adopted on December 12, 1997 is
incorporated by reference to Exhibit 3 to the Form
8-K filed by ServiceMaster Limited Partnership on
December 23, 1997.
4. The ServiceMaster Company: Certificate of
Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A is
incorporated by reference to Exhibit 4 to the Form
8-K filed by ServiceMaster Limited Partnership on
December 23, 1997.
5. Merger and Reorganization Agreement as amended and
restated on October 3, 1997 is incorporated by
reference to Exhibit 5 to the Form 8-K filed by
ServiceMaster Limited Partnership on December 23,
1997.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SERVICEMASTER COMPANY
(Registrant)
By: /s/ Vernon T. Squires
Sr. Vice President and General Counsel
Dated: December 29, 1997
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