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): May 6, 2005
THE SERVICEMASTER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-14762 36-3858106
-------- ------- ----------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
3250 Lacey Road, Suite 600, Downers Grove, Illinois 60515
--------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 663-2000
--------------
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 6, 2005, The ServiceMaster Company ("ServiceMaster") amended its $500
million senior unsecured bank revolving credit facility dated as of May 19, 2004
among ServiceMaster, the lenders, JPMorgan Chase Bank, N.A. and Bank of America,
N.A. as syndication agents, SunTrust Bank, as administrative agent, and U.S.
Bank National Association and Wachovia Bank, N.A. as documentation agents (the
"Credit Facility"). The Credit Facility was amended to extend the maturity date
from May 19, 2009 to May 6, 2010 and reduce the facility fee under the Credit
Facility from a range of .125 to .50% to .10 to .25% (depending on
ServiceMaster's credit rating). In addition, the applicable eurocurrency margin
over LIBOR at which loans can be made was reduced from a range of .625 to 1.50%
to .45 to 1.125% (depending on ServiceMaster's credit rating).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference in Item 2.03.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
4.1 Amendment No. 1 dated as of May 6, 2005 to $500,000,000 Credit
Agreement dated as of May 19, 2004 among The ServiceMaster
Company, the lenders, JPMorgan Chase Bank, N.A. and Bank of
America, N.A. as syndication agents, SunTrust Bank as
administrative agent, and U.S. Bank National Association and
Wachovia Bank, N.A. as documentation agents
2
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: May 12, 2005 By: /s/ Jim L. Kaput
---------------------------------------------
Jim L. Kaput
Senior Vice President and General Counsel
3
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 Amendment No. 1 dated as of May 6, 2005 to $500,000,000 Credit
Agreement dated as of May 19, 2004 among The ServiceMaster Company, the
lenders, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as
syndication agents, SunTrust Bank as administrative agent, and U.S.
Bank National Association and Wachovia Bank, N.A. as documentation
agents
4