8-K
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 31, 2008
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
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(Commission File
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(IRS Employer |
of incorporation)
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Number)
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Identification No.) |
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551 Fifth Avenue, Suite 300, New York, New York
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10176 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (212) 297-0200
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events
On October 31, 2008, ABM Industries Incorporated (the Company), Amtech Lighting Services, Amtech
Lighting Services of the Midwest, and Amtech Lighting and Electrical Services, each of which is a
subsidiary of the Company (the Company and such subsidiaries collectively, the Sellers) completed
the sale of substantially all of the assets of the Sellers which relate to the Companys lighting
business, excluding accounts receivable and certain other assets, to Sylvania Lighting Services
Corp .
The assets sold included customer contracts, facility leases, inventory and other assets, as well
as rights to the name Amtech Lighting. The consideration paid in connection with such sale was
approximately $33.9 million in cash, which included certain adjustments, payment to the Company of
$600,000 pursuant to a transition services agreement, and which is subject to certain post-closing
adjustments, and the assumption of certain liabilities under certain contracts and leases relating
to the period after the closing. A copy of the press release announcing the closing of such sale is
attached hereto as Exhibit 99.1 which is incorporated into this item by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 |
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Press Release issued by ABM Industries Incorporated, dated October 31, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ABM INDUSTRIES INCORPORATED
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Dated: November 4, 2008 |
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/s/ Sarah H. McConnell
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Sarah H. McConnell |
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Senior Vice President and
General Counsel |
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EXHIBIT INDEX
99.1 |
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Press Release issued by ABM Industries Incorporated, dated October 31, 2008. |
EX-99.1
Exhibit 99.1
For Immediate Release
ABM INDUSTRIES COMPLETES SALE OF AMTECH LIGHTING
NEW YORK, NY October 31, 2008 ABM Industries Incorporated (NYSE: ABM) today announced
completion of the previously announced sale of its Amtech Lighting Services business to Sylvania
Lighting Services, a subsidiary of OSRAM SYLVANIA.
We are very pleased that we have successfully completed this transaction with Sylvania, which will
benefit both of our organizations, said Henrik Slipsager, president and chief executive officer of
ABM Industries. This sale strengthens our balance sheet and allows us to focus strategically on
our core businesses, while providing Amtechs employees the opportunity to join what will now be
the countrys most comprehensive lighting services organization.
On August 29, 2008, the Company entered into an agreement to sell substantially all of the
operating assets of Amtech Lighting Services. Proceeds from the sale of the lighting business, as
well as amounts anticipated to be realized over time from retained assets, primarily accounts
receivable, are expected to yield approximately $70 million to $75 million for the Company.
About ABM Industries
ABM Industries Incorporated (NYSE:ABM) and its subsidiaries (ABM) are among the leading providers
of facility services in the United States. With fiscal 2007 revenues in excess of $2.8 billion and
more than 105,000 employees, ABM provides janitorial, parking, security, engineering and lighting
services for thousands of commercial, industrial, institutional and retail facilities across the
United States and British Columbia, Canada. The ABM Family of Services includes ABM Janitorial
Services; ABM Engineering Services; ABM Facility Services; Ampco System Parking; and ABM Security
Services.
Cautionary Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements that set forth managements current views
and are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in these statements. Factors which could cause actual results to
differ include, but are not limited to, an inability to collect accounts receivable retained by the
Company in connection with the sale of its lighting business, which could result in the Company
realizing less than anticipated amounts over time from retained assets, which primarily consist of
accounts receivable. We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise. Other factors that could cause
or contribute to actual results differing materially from such forward- looking statements are
discussed in greater detail in the Companys Securities and Exchange Commission filings.
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Contact:
ABM Industries Incorporated
Tony Mitchell (Vice President, Corporate Communications)
(212) 297-9828 or e-mail: tony.mitchell@abm.com
Minimum 15 minutes delayed. Source: LSEG