-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nHYhI3606N7O0uhwft5ZsUC2k46Tr0+WxlYMauTlCXGjM1VnFpBKhwvnadFW/tBB +ujivpKtj3XYbJvaDFaBDw== 0000806027-94-000018.txt : 19941005 0000806027-94-000018.hdr.sgml : 19941005 ACCESSION NUMBER: 0000806027-94-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19941004 EFFECTIVENESS DATE: 19941023 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICEMASTER LTD PARTNERSHIP CENTRAL INDEX KEY: 0000806027 STANDARD INDUSTRIAL CLASSIFICATION: 8741 IRS NUMBER: 363497008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55761 FILM NUMBER: 94551521 BUSINESS ADDRESS: STREET 1: ONE SERVICEMASTER WAY CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 7089641300 S-8 1 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 ____________________ CALCULATION OF REGISTRATION FEE
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) Limited Partnership Shares 250,000(2) $26.50 $ 6,625,000 $ 2,284.48 Options (3) (3) (3) (3)
(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. 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 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. 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 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. 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 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 /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 EXHIBITS
Exhibit No. Description of Exhibit 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).
EX-99 2 INDEX TO EXHIBITS
Exhibit No. Description of Exhibit 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).
EX-4.2 3 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 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 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. 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 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 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 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 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 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- EX-4.3 4 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. 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. 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 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 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 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 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- 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 EX-4.4 5 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) 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 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#: EX-5 6 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. 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 EX-23 7 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 -----END PRIVACY-ENHANCED MESSAGE-----