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 7, 2007
ABM INDUSTRIES INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-8929
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94-1369354 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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160 Pacific Avenue, Suite 222
San Francisco, California
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94111 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (415) 733-4000
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box 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.):
¨ 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—2(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 October 7, 2007, ABM Industries Incorporated and OneSource Services Inc., an international
business company organized under the laws of Belize, entered into definitive agreements under which
ABM will acquire OneSource for $365.0 million in cash, subject to adjustment as provided below,
pursuant to a merger of OneSource into a wholly owned subsidiary of ABM.
OneSource’s majority shareholder approved the transaction and no additional shareholder or
other corporate approval is required under Belize law. The transaction is subject to the
expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act and other customary conditions. If the transaction is not completed by November 15, 2007, the
purchase price would increase by $100,000 per day until the actual completion date, assuming all
other closing conditions were satisfied. There can be no assurances that the transaction will be
completed or as to its ultimate timing.
The foregoing descriptions of the definitive agreements, which include a merger agreement and
support agreement, and the related transactions are qualified in their entirety by reference to the
merger agreement and support agreement filed hereto as Exhibits 2.1 and 2.2, respectively, and
incorporated by reference into this Item 1.01.
The merger agreement and the support agreement, which have been included to provide
stockholders with information regarding their terms, contain representations and warranties by ABM
and OneSource made solely for the benefit of the other. The assertions embodied in those
representations and warranties are qualified by information in confidential disclosure schedules
that the parties have exchanged in connection with signing the merger agreement. Moreover, certain
representations and warranties in these agreements were made as of a specified date, may be subject
to a contractual standard of materiality different from what might be viewed as material to
stockholders or may have been used for the purpose of allocating risk between the parties rather
than establishing matters as facts. Accordingly, the representations and warranties in these
agreements should not be relied on by any persons as characterizations of the actual state of facts
about the parties at the time they were made or otherwise.
Item 7.01 Regulation FD Disclosure.
On October 8, 2007, ABM and OneSource issued a press release related to ABM’s acquisition of
OneSource. A copy of the press release is being furnished pursuant to Item 7.01 and will not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, nor will it be deemed to be incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933.