UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 20, 2004
(May 19, 2004)
THE SERVICEMASTER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-14762 36-3858106
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
3250 Lacey Road, Suite 600, Downers Grove, Illinois 60515
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 663-2000
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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 (see General Instruction A.2. below):
____ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
____ Soliciting material pursuant to Rule 14a - 12 under the Exchange Act
(17 CFR 240.14a - 12)
____ Pre-commencement communications pursuant to Rule 14d - 2(b) under the
Exchange Act (17 CFR 240.14d(b))
____ Pre-commencement communications pursuant to Rule 13e - 4(c) under the
Exchange Act (17 CFR 240.13e - 4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On May 19, 2004, The ServiceMaster Company ("ServiceMaster") entered into a $500
million senior unsecured bank revolving credit facility. The parties to the
credit facility include ServiceMaster, the lenders, JPMorgan Chase Bank and Bank
of America, N.A. as syndication agents, SunTrust Bank as administrative agent,
and U.S. Bank and Wachovia Bank, N.A. as documentation agents. The credit
facility expires on May 19, 2009.
Under the credit facility, ServiceMaster is required to pay certain fees,
including a facility fee of .125 to .50% (depending on its credit rating) of the
aggregate commitment, which fee is payable quarterly in arrears. The credit
agreement contains customary affirmative and negative covenants. The affirmative
and negative covenants include information reporting, inspection of property,
maintenance of insurance, compliance with laws, a negative pledge limiting the
granting of liens by ServiceMaster and its subsidiaries, prohibitions on certain
consolidations, mergers and sales of assets, and leverage, subsidiary debt and
interest coverage tests.
The credit facility also contains customary events of default with customary
cure and notice, including, without limitation, nonpayment, misrepresentation,
breach of covenant, cross - default, receivership, voluntary bankruptcy,
involuntary bankruptcy and change of control. If an event of default occurs, the
credit facility provides that the commitments may be terminated and the loans
then outstanding may be declared due and payable. For certain events of default
relating to receivership, voluntary or involuntary bankruptcy, the commitments
are automatically terminated and the loans outstanding automatically become due
and payable.
Loans may be made at (i) a Eurocurrency rate based on LIBOR plus an applicable
margin of .625 to 1.50% (depending on ServiceMaster's credit rating) or (ii) an
alternative base rate equal to the higher of (a) the prime rate or (b) the sum
of the federal funds effective rate plus .5%. The credit facility also provides
for a swingline sub-facility of up to $20 million. The interest rate payable on
swingline loans is the higher of (i) the prime rate or (ii) the sum of the
federal funds effective rate plus .5%. As of September 15, 2004, there is
approximately $162 million in letters of credit issued under this credit
facility and unused commitments of approximately $338 million.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
4.1 $500,000,000 Credit Agreement dated as of May 19, 2004 among The
ServiceMaster Company, the lenders, JPMorgan Chase Bank and Bank of
America, N.A. as syndication agents, SunTrust Bank as administrative
agent, and U.S. Bank and Wachovia Bank, N.A. as documentation agents
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE SERVICEMASTER COMPANY
Date: September 20, 2004 By: /s/ Jim L. Kaput
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Jim L. Kaput
Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 $500,000,000 Credit Agreement dated as of May 19, 2004 among The
ServiceMaster Company, the lenders, JPMorgan Chase Bank and Bank of
America, N.A. as syndication agents, SunTrust Bank as administrative
agent, and U.S. Bank and Wachovia Bank, N.A. as documentation agents
4