-----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, Tawqgtg9d/aT1VCKJ9LxBhiLW1cGsdm/4gFE/v7oK1baYj3c9viSP5JZf7sv69nb hnMRfe3ecmNOB73eZIvRag== 0000806027-96-000011.txt : 19960318 0000806027-96-000011.hdr.sgml : 19960318 ACCESSION NUMBER: 0000806027-96-000011 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960315 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICEMASTER LTD PARTNERSHIP CENTRAL INDEX KEY: 0000806027 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 363497008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09378 FILM NUMBER: 96535278 BUSINESS ADDRESS: STREET 1: ONE SERVICEMASTER WAY CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 7089641300 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 AMENDMENT OF CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of This Report: March 15, 1996 Amendment of Form 8-K dated January 15, 1996 SERVICEMASTER LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 1-9378 36-3497008 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) dentification Number) One ServiceMaster Way, Downers Grove, Illinois 60515 (Address of principal executive offices) (Zip Code) (708) 271-1300 (Registrant's telephone number, including area code) Item 7. Financial Statements & Exhibits --------------------------------------- In December, 1995, the Partnership issued 18,107,143 unregistered Partnership shares, representing approximately 19% of the adjusted total number of shares outstanding, in exchange for WMX Technologies, Inc.'s (WMX) 27.76% ownership interest in ServiceMaster Consumer Services L.P. WMX also received a five year option to purchase an additional 1,250,000 shares at $33.00 per share. The unregistered shares and the option include a number of voting and trading restrictions, including significant limitations on open market sales, with the Partnership retaining a right of first refusal. WMX also agreed not to initiate any action that would increase its ownership interest in the Partnership to more than 21%. At the time of the acquisition of WMX's minority interest in ServiceMaster Consumer Services L.P., it was impracticable to provide the required pro forma financial information as part of the Registrant's Form 8-K dated January 15, 1996 which covered such acquisition. The required pro forma financial information are now available and are filed herewith under cover of this Form 8. Item 7(b). Pro Forma Financial Information Page 3 - ------------------------------------------ 2 Item 7(b). Pro Forma Financial Information: - ------------------------------------------- The following tables set forth the Partnership's pro forma consolidated statement of income for the year ended December 31, 1995 and the pro forma consolidated statement of financial position as of December 31, 1995. The "Pro Forma Adjustments" reflected in the Pro Forma Consolidated Statement of Income give effect to the transaction and the related purchase accounting adjustments as if the transaction had occurred on January 1, 1995. Since the transaction was completed on December 31, 1995, its effects are already included in the historical December 31, 1995 balances in the accompanying Pro Forma Consolidated Statement of Financial Position and no pro forma adjustments are necessary. The Pro Forma Financial Information does not purport to represent what the Partnership's results of operations for the year ended December 31, 1995 would actually have been had the acquisition in fact occurred at the beginning of the fiscal year indicated or to project the Partnership's financial position or results from operations for any future date or period. The transaction involved the issuance of a fixed number of Partnership shares in exchange for WMX's minority ownership interest in the Partnership's Consumer Services subsidiary, the earnings of which have been increasing rapidly and are expected to continue to increase in the future. In addition, as required by the related rules of presentation, the Pro Forma Financial Information does not anticipate any of the potential benefits which could be realized from new strategic and cross-marketing initiatives between ServiceMaster and WMX. The transaction will be accounted for under the "purchase" method of accounting. The pro forma adjustments are based upon currently available information and certain assumptions which the Partnership believes are reasonable in the circumstances. The preliminary purchase price allocations are subject to modifications during 1996 as additional valuation and other information becomes available, although any such modifications are not expected to be material. The tables and accompanying notes should be read in conjunction with the Partnership's historical financial statements and the related notes thereto. 3
ServiceMaster Limited Partnership Pro Forma Consolidated Statement of Income (In thousands, except per share information) Year ended December 31, 1995 Pro Forma ServiceMaster ServiceMaster Adjustments Pro Forma Historical (Unaudited) (Unaudited) ---------- ----------- ----------- Operating Revenue $ 3,202,504 $ $ 3,202,504 Operating Costs and Expenses: Cost of services rendered and products sold 2,486,292 2,486,292 Selling and administrative expenses 464,345 5,875 A 470,220 -------------- ------------- -------------- Total operating costs and expenses 2,950,637 5,875 2,956,512 -------------- ------------- -------------- Operating Income 251,867 (5,875) 245,992 Non-operating Expense (Income): Interest expense 35,855 205 B 36,060 Interest income (7,310) (7,310) Minority interest 45,715 (37,099) C 8,616 -------------- ------------ -------------- Income before Income Taxes 177,607 31,019 208,626 Provision for income taxes 5,588 5,588 -------------- ------------ -------------- Net Income $ 172,019 $ 31,019 $ 203,038 ============== ============ ============== Partnership shares outstanding 79,313 18,107 D 97,420 Net Income Per Share $ 2.17 $ 2.08 ============== ==============
4 SERVICEMASTER LIMITED PARTNERSHIP Notes to Pro Forma Consolidated Statement of Income Year Ended December 31, 1995 The pro forma adjustments to the historical income statement have been computed assuming the transaction was consummated at the beginning of the year. Pro forma adjustments consist of: A. The Partnership shares issued in the transaction were recorded based upon the average market price of the Partnership's unrestricted and fully traded shares at the time the transaction was agreed to and announced, adjusted to reflect the significant voting, trading and other restrictions on the shares issued to WMX. The valuation of the restricted shares was determined in part based on a review performed by an international investment banking firm. The transaction resulted in approximately $235 million in intangible assets, primarily tradenames and goodwill, which are amortized on a straight line basis over forty years. B. Interest expense consists of the interest cost related to the dividends due on the Partnership shares issued in the transaction. This expense is partially offset by the fact that other distributions that would have been made had WMX retained their minority interest in Consumer Services will no longer be required. Interest expense is computed at an average rate of 6.2%. C. Reflects the elimination of minority interest expense associated with WMX Technologies, Inc.'s prior status as a 27.76% minority partner in ServiceMaster's Consumer Services subsidiary. D. Reflects the 18,107,143 shares issued to WMX in exchange for their minority ownership interest in Consumer Services. 5
ServiceMaster Limited Partnership Pro Forma Consolidated Statement of Financial Position (In thousands) December 31, 1995 ServiceMaster Pro Forma ServiceMaster Historical Adjustments Pro Forma ---------- ----------- --------- (See Note) Assets Current Assets: Cash and marketable securities $ 49,429 $ $ 49,429 Accounts and notes receivable, net 243,649 243,649 Inventories 40,583 40,583 Prepaid expenses and other assets 59,578 59,578 ------------- ------------ ------------- Total current assets 393,239 393,239 ------------- ------------ ------------- Property and Equipment: At cost 292,283 292,283 Less: accumulated depreciation 146,431 146,431 ------------- ------------ ------------- Net property and equipment 145,852 145,852 ------------- ------------ ------------- Trade names, goodwill, and other, net 1,021,050 1,021,050 Notes receivable, long-term securities, and other assets 89,749 89,749 ------------- ------------ ------------- Total assets $ 1,649,890 $ $ 1,649,890 ============= ============ ============= Liabilities And Shareholders' Equity Current Liabilities: Accounts payable $ 50,456 $ $ 50,456 Accrued liabilities 193,799 193,799 Deferred revenues 115,244 115,244 Current portion of long-term debt and obligations 13,431 13,431 ------------- ------------ ------------- Total current liabilities 372,930 372,930 ------------- ------------ ------------- Long-Term Debt 411,903 411,903 Other Long-Term Obligations 105,700 105,700 Commitments and Contingencies Minority and General Partners' Interest 12,697 12,697 Shareholders' Equity 746,660 746,660 ------------- ------------ ------------- Total liabilities and shareholders' equity $ 1,649,890 $ $ 1,649,890 ============= ============ ============= Note: Since the transaction was consummated on December 31, 1995, its effects have already been reflected in the historical balance sheet on that date, and no pro forma adjustments are required. The transaction resulted in an increase in shareholders' equity of $356 million, an increase in intangible assets of $235 million, and a decrease in minority interest liability of $121 million.
6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized. SERVICEMASTER LIMITED PARTNERSHIP (Registrant) By s/Ernest J. Mrozek ------------------- Ernest J. Mrozek Senior Vice President & Chief Financial Officer (Principal Financial Officer) Date: March 15, 1996 7 -----END PRIVACY-ENHANCED MESSAGE-----