-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DiOPwg6eJxkZ/1utF90HLYv6029oYXZWgBGgxfDvjnB8fiU24GUpX3EfrB3AKaMU foSMFu6VxRH/elYVaOK+NA== 0000950134-06-019834.txt : 20061027 0000950134-06-019834.hdr.sgml : 20061027 20061027162206 ACCESSION NUMBER: 0000950134-06-019834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061023 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20061027 DATE AS OF CHANGE: 20061027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABM INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000771497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 941369354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08929 FILM NUMBER: 061169196 BUSINESS ADDRESS: STREET 1: 160 PACIFIC AVENUE STREET 2: SUITE 222 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157334000 MAIL ADDRESS: STREET 1: 160 PACIFIC AVENUE STREET 2: SUITE 222 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: ABM INDUSTRIES INC DATE OF NAME CHANGE: 19950110 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BUILDING MAINTENANCE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 f24558e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): October 23, 2006
ABM Industries Incorporated
(Exact name of registrant as specified in its charter)
         
Delaware   1-8929   94-1369354
(State or other jurisdiction
of incorporation) 		  (Commission File
Number) 		  (IRS Employer
Identification No.)
     
160 Pacific Avenue, Suite 222, San Francisco, California   94111
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (415) 733-4000
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

1.01     Entry into a Material Definitive Agreement
On September 5, 2006, the Governance Committee of the Board of Directors approved the termination of the Director Retirement Plan for new directors and a plan to offer existing directors alternative benefits with respect to the value of their interests in the Director Retirement Plan.
On October 23, 2006, on recommendation of the Governance Committee, the Board adopted an unfunded Director Deferred Compensation Plan effective October 31, 2006. Directors may elect to convert their interests in the Director Retirement Plan to a Deferred Compensation Plan Account in the Director Deferred Compensation Plan (Deferred Compensation Account) or to Restricted Stock Units (RSUs). Under a resolution adopted by the Board of Directors on September 6, 2006, current directors who do not convert their interests in the Director Retirement Plan will not be eligible for the annual equity grants that are a component of non-employee director compensation.
Retirement plan benefits converted to Deferred Compensation Accounts will be credited with interest during the deferral period based on the prime rate up to six percent and if the prime rate exceeds six percent then at six percent plus one-half of the excess over six percent. Directors who elect to receive RSUs will be granted the number of RSUs under the ABM 2006 Equity Incentive Plan determined by dividing the amount of retirement benefits by the fair market value of ABM common stock on the date of the 2007 annual meeting of the shareholders of the Company. In the event of a director’s termination of service prior to the 2007 annual meeting of shareholders on account of the director’s death, disability or failure to be nominated to the Board of Directors for election at the 2007 annual meeting or a Change in Control, a director who elected RSUs shall be deemed to have converted his or her retirement benefits to a Deferred Compensation Account.
Directors who prior to November 1, 2007, voluntarily resign from the Board for any reason other than disability or a Change in Control will forfeit their RSUs or Deferred Compensation Account balance. Directors who stop serving on the Board after October 31, 2007, will receive a distribution of either (1) the RSUs (settled in ABM common stock) granted in connection with the termination of the director retirement plan or (2) their Deferred Compensation Account balance with respect to the converted retirement plan benefits, paid in a lump sum or over ten years as elected by the director. If a director dies, RSUs (settled in ABM common stock) or the Deferred Compensation Account balance will be distributed to the designated beneficiary.
The value of the benefits eligible for conversion to RSUs or a Deferred Compensation Account is calculated on the agreed upon accrued value of a director’s retirement benefits at October 31, 2006, without taking into consideration a director’s age or any benefits restrictions based on age or period of service. These values are $273,301 for each of Ms. Herringer and Messrs. Helms, Horngren, Kotkins, and Rosenberg. The values for Ms. Chavez and Messrs. Mandles and Steele are $255,081, $54,660, and $163,980 respectively.

 

 

1.02     Termination of a Material Definitive Agreement
The Director Retirement Plan for each director electing to convert his or her interest in the plan into a Deferred Compensation Plan Account or RSUs will terminate on October 31, 2006. A description of such conversion is set forth in Item 1.01, which is by this reference incorporated herein.
SIGNATURES
     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.
         
  ABM INDUSTRIES INCORPORATED
 		  
Dated: October 27, 2006  By:   /s/ Linda S. Auwers    
    Linda S. Auwers   
    Senior Vice President and
General Counsel 		  
 

 

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