0001104659-12-021086.txt : 20120713 0001104659-12-021086.hdr.sgml : 20120713 20120326185650 ACCESSION NUMBER: 0001104659-12-021086 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICEMASTER CO CENTRAL INDEX KEY: 0001052045 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 363858106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 860 RIDGE LAKE BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38120 BUSINESS PHONE: 901-597-1400 MAIL ADDRESS: STREET 1: 860 RIDGE LAKE BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38120 CORRESP 1 filename1.htm

 

[LETTERHEAD OF THE SERVICEMASTER COMPANY]

 

March 26, 2012

 

Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-7010

 

SUPPLEMENTAL LETTER TO THE
REGISTRATION STATEMENT ON FORM S-4 OF
THE SERVICEMASTER COMPANY

 

Ladies and Gentlemen:

 

1.  The ServiceMaster Company (“ServiceMaster”) is registering the exchange offer (the “Registered Exchange Offer”) described in the Registration Statement on Form S-4 (the “Registration Statement”) and the prospectus contained therein (the “Prospectus”) relating to the registration of $600 million aggregate principal amount of ServiceMaster’s 8% Senior Notes due 2020 (the “New Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”).  The New Notes will be offered in exchange for an equal principal amount of ServiceMaster’s issued and outstanding 8% Senior Notes due 2020 (the “Old Notes”).  The Old Notes are, and the New Notes will be, jointly and severally, irrevocably and unconditionally, guaranteed by the subsidiaries of ServiceMaster specified in the Registration Statement (together with ServiceMaster, the “Registrants”).  The New Notes are being registered in reliance on the position of the staff enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993).

 

2.  Neither the Registrants nor any of their affiliates have entered into any arrangement or understanding with any person to distribute the securities to be received in the Registered Exchange Offer and, to the best of ServiceMaster’s information and belief, each person participating in the Registered Exchange Offer:  (i) is neither an “affiliate” of any of the Registrants within the meaning of Rule 405 under the Securities Act, nor a broker-dealer acquiring the securities in exchange for securities acquired directly from the Registrants for its own account; (ii) is acquiring the securities in its ordinary course of business; and (iii) is not engaged in, and does not intend to engage in, the distribution of the securities to be received in the Registered Exchange Offer and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Registered Exchange Offer.  In this regard, ServiceMaster will make each person participating in the Registered Exchange Offer aware (through the Prospectus or otherwise) that if such person is participating in the Registered Exchange Offer for the purpose of distributing the securities to be acquired in the Registered

 


 

Exchange Offer, such person (i) could not rely on the staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar interpretive letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction unless made pursuant to an exemption from such requirements.  ServiceMaster acknowledges that such secondary resale transactions should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

 

3.  ServiceMaster will make each person participating in the Registered Exchange Offer aware (through the Prospectus or otherwise) that (i) any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Registered Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes, which may be the Prospectus so long as it contains a plan of distribution in connection with any such resale transactions and (ii) by executing the letter of transmittal (or similar documentation to be executed by a person in order to participate in the Registered Exchange Offer), any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act, and that ServiceMaster will include in the letter of transmittal (or similar documentation to be executed by a person in order to participate in the Registered Exchange Offer) a provision stating that:  If the exchange offeree is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, where such Old Notes were not acquired as a result of market-making activities or other trading activities, such broker-dealer will not be able to participate in the Registered Exchange Offer.

 

 

Very truly yours,

 

 

 

 

 

THE SERVICEMASTER COMPANY

 

 

 

 

 

By:

/s/ Greerson G. McMullen

 

 

Name:

Greerson G. McMullen

 

 

Title:

Senior Vice President, General Counsel, Government Affairs & Secretary