1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 8)
ABM INDUSTRIES INCORPORATED
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
000957100
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(CUSIP Number)
BARRY E. FINK, ESQ., CHRISTENSEN, MILLER, FINK, JACOBS,
GLASER, WEIL & SHAPIRO, LLP
2121 AVENUE OF THE STARS, 18TH FLOOR, LOS ANGELES, CA 90067
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 31, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
2
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CUSIP NO. 000957100 SCHEDULE 13D PAGE 2 OF 22 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
THE SYDNEY J. ROSENBERG TRUSTS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7 SOLE VOTING POWER
NONE
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,243,824
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,243,824
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,634,602 SHARES (INCLUDING 2,390,778 SHARES BENEFICIALLY OWNED BY THE
THEODORE ROSENBERG TRUST). SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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CUSIP NO. 000957100 SCHEDULE 13D PAGE 3 OF 22 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
THE THEODORE ROSENBERG TRUST
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7 SOLE VOTING POWER
NONE
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,390,778
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,390,778
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,634,602 SHARES (INCLUDING 2,243,824 SHARES BENEFICIALLY OWNED BY THE
SYDNEY J. ROSENBERG TRUST). SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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CUSIP NO. 000957100 SCHEDULE 13D PAGE 4 OF 22 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BANK OF AMERICA, N.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NONE
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,352,660
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,352,660
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,743,438 SHARES (INCLUDING 2,390,778 SHARES BENEFICIALLY OWNED BY THE
THEODORE ROSENBERG TRUST). SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
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14 TYPE OF REPORTING PERSON*
BK
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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CUSIP NO. 000957100 SCHEDULE 13D PAGE 5 OF 22 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MARTINN H. MANDLES
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF/00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
213,827
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,269,360
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 213,827
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,269,360
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,873,965 SHARES (INCLUDING 2,390,778 SHARES BENEFICIALLY OWNED BY THE
THEODORE ROSENBERG TRUST). SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
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CUSIP NO. 000957100 SCHEDULE 13D PAGE 6 OF 22 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
S. BRAD ROSENBERG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
5,458
----------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF 2,276,524 (INCLUDES 2,243,824 SHARES BENEFICIALLY
SHARES OWNED BY THE SYDNEY J. ROSENBERG TRUSTS AND 32,700
BENEFICIALLY SHARES BENEFICIALLY OWNED BY THE JACLYN AND
OWNED BY SYDNEY J. ROSENBERG CHARITABLE FOUNDATION)
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,458
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,276,524 (INCLUDES 2,243,824 SHARES BENEFICIALLY
OWNED BY THE SYDNEY J. ROSENBERG TRUSTS AND 32,700
SHARES BENEFICIALLY OWNED BY THE JACLYN AND
SYDNEY J. ROSENBERG CHARITABLE FOUNDATION)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,672,760 SHARES (INCLUDING 2,390,778 SHARES BENEFICIALLY OWNED BY THE
THEODORE ROSENBERG TRUST). SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
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CUSIP NO. 000957100 SCHEDULE 13D PAGE 7 OF 22 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
THEODORE ROSENBERG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF/00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
2,421,570
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,421,570
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,665,394 SHARES (INCLUDING 2,243,824 SHARES BENEFICIALLY OWNED BY THE
SYDNEY J. ROSENBERG TRUSTS AND ITS TRUSTEES). SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
PAGE 8 OF 22 PAGES
This Amendment No. 8 amends and supplements the report on Schedule 13D, dated
January 20, 1988, of Sydney J. Rosenberg and Theodore Rosenberg, as amended and
supplemented by Amendments No. 1 through No. 7 thereto (collectively, the
"Schedule 13"). Each item below amends and supplements the information disclosed
under the corresponding item of the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $.01 par value per share
(the "Common Stock"), of ABM Industries Incorporated, a Delaware corporation
(the "Company"), which has its principal executive offices at 160 Pacific
Avenue, Suite 222, San Francisco, California 94111.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by The Sydney J. Rosenberg Trust and
the subtrusts thereof (collectively referred to herein as "The Sydney J.
Rosenberg Trusts"), The Theodore Rosenberg Trust, Bank of America, N.A. (the
"Bank"), Martinn H. Mandles, S. Brad Rosenberg and Theodore Rosenberg
(collectively, the "Reporting Persons").
The Sydney J. Rosenberg Trusts are irrevocable trusts formed by the
late Sydney J. Rosenberg, of which the Bank, Martinn H. Mandles and S. Brad
Rosenberg are the only co-trustees and of which there are several beneficiaries
(including S. Brad Rosenberg). The Theodore Rosenberg Trust is a revocable trust
formed by Theodore Rosenberg, of which Theodore Rosenberg is the only trustee
and the sole beneficiary. Both trusts are further described in Item 6. Sydney J.
Rosenberg, now deceased, was the brother of Theodore Rosenberg.
The state of organization, address of principal office and principal
business of The Sydney J. Rosenberg Trusts, The Theodore Rosenberg Trust and the
Bank, and, for each other Reporting Person, his citizenship, residence or
business address and present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, are set forth on Exhibit 1 hereto, and such
information hereby is incorporated herein by reference.
During the last five years, none of the Reporting Persons has been (a)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Sydney J. Rosenberg Trusts and Their Co-Trustees
The shares of Common Stock beneficially owned directly by The Sydney J.
Rosenberg Trusts (which shares also are beneficially owned by the Bank, Martinn
H. Mandles and S. Brad
9
PAGE 9 OF 22 PAGES
Rosenberg solely as a result of their status as co-trustees thereof) were
acquired by The Sydney J. Rosenberg Trusts by a grant made to The Sydney J.
Rosenberg Trusts by Sydney J. Rosenberg.
The shares of Common Stock beneficially owned by Martinn H. Mandles in
his individual capacity, as distinguished from his indirect beneficial ownership
as a result of his status as a co-trustee of The Sydney J. Rosenberg Trusts and
The Leo L. Schaumer Trusts, were acquired by Martinn H. Mandles by the exercise
of Company stock options, by purchases under the Company's Employee Stock
Purchase Plan and in open market purchases, all through the use of personal
funds.
The shares of Common Stock beneficially owned by S. Brad Rosenberg in
his individual capacity, as distinguished from his indirect beneficial
ownership as a result of his status as a co-trustee of The Sydney J. Rosenberg
Trusts and a director of the Jaclyn and Sydney J. Rosenberg Charitable
Foundation, were acquired by S. Brad Rosenberg as a gift from his father, Sydney
J. Rosenberg.
The Theodore Rosenberg Trust and Theodore Rosenberg
The shares of Common Stock beneficially owned directly by The Theodore
Rosenberg Trust (which shares also are beneficially owned by Theodore Rosenberg
as the sole trustee thereof) were acquired by The Theodore Rosenberg Trust by a
grant made to The Theodore Rosenberg Trust by Theodore Rosenberg.
Other
Martinn H. Mandles and the Bank acquired beneficial ownership of the shares of
Common Stock of The Leo L. Schaumer Trusts solely as a result of their
status as co-trustees of such trusts.
ITEM 4. PURPOSE OF TRANSACTION
Each of The Sydney J. Rosenberg Trusts and The Theodore Rosenberg Trust
may be deemed to be a "control person" of the Company within the meaning of the
General Rules and Regulations adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The shares of Common Stock beneficially owned by Martinn H. Mandles in
his individual capacity, as distinguished from his indirect beneficial
ownership as a result of his status as a co-trustee of The Sydney J. Rosenberg
Trusts and The Leo L. Schaumer Trusts, were acquired by him for general
investment purposes.
The shares of Common Stock beneficially owned by S. Brad Rosenberg in
his individual capacity, as distinguished from his indirect beneficial ownership
as a result of his status as a co-trustee of The Sydney J. Rosenberg Trusts and
a director of the Jaclyn and Sydney J. Rosenberg Charitable Foundation, were
acquired by him for general investment purposes.
The Reporting Persons may individually or together may make additional
purchases of Common Stock in the open market or through privately negotiated
transactions or (in the case of Martinn H. Mandles) by exercise of Company stock
options or pursuant to the Company's other stock based plans, in each case based
upon the Reporting Persons' evaluation of the Company's
10
PAGE 10 OF 22 PAGES
business, prospects and financial condition, the market for the Common Stock,
other business and investment opportunities available to the Reporting Persons,
general stock market and economic conditions, tax considerations, the likelihood
that a third party may seek to obtain control of the Company and the terms of
any transaction relating thereto, and other future developments. Each of the
Reporting Persons also may decide to sell all or part of their investment in the
Common Stock, based upon their evaluation of the foregoing factors and, in the
case of The Sydney J. Rosenberg Trusts and The Theodore Rosenberg Trust, subject
to the restrictions on the disposition of Common Stock set forth in the
respective trust agreements (as described in Item 6).
Other than as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the
transactions or events set forth in clauses (a) through (j) of Item 4 of
Schedule 13D as set forth in Rule 13d-101 of the rules and regulations of the
Securities and Exchange Commission promulgated under the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons beneficially own (subject to the disclaimers
of beneficial ownership set forth in this Item 5) the number and percentages of
the outstanding shares of Common Stock set forth in Exhibit 2 hereto, and such
information hereby is incorporated herein by reference. In addition, each of the
Reporting Persons may be deemed to beneficially own certain shares of Common
Stock as described in the next paragraph.
By virtue of the Agreement Regarding Trusts (as defined and described
in Item 6), and the provisions included in the trust agreements for The Sydney
J. Rosenberg Trusts and The Theodore Rosenberg Trust pursuant to the Agreement
Regarding Trusts, each of The Sydney J. Rosenberg Trusts and The Theodore
Rosenberg Trust (and each co-trustee or trustee, as applicable, thereof) may
constitute a member of a "group" within the meaning of Section 13(d)(3) of the
Exchange Act. Further, by virtue of the fact that under certain circumstances
they may act in concert with respect to the shares of Common Stock held by The
Sydney J. Rosenberg Trusts and The Theodore Rosenberg Trust, each of The Sydney
J. Rosenberg Trusts and The Theodore Rosenberg Trust (and each co-trustee or
trustee, as applicable, thereof) also may constitute a member of such a "group."
Therefore, each of such trusts (and each such co-trustee or trustee) may be
deemed to beneficially own, in addition to the shares of Common Stock otherwise
beneficially owned directly or indirectly by such Reporting Person, the shares
of Common Stock owned directly by the other of such trusts. Subject to the
foregoing, each of The Sydney J. Rosenberg Trusts and The Theodore Rosenberg
Trust (and each co-trustee or trustee, as applicable, thereof) disclaim
beneficial ownership of the shares of Common Stock held by the other of such
trusts.
After giving effect to the deemed beneficial ownership of additional
shares of Common Stock as described in the preceding paragraph, each Reporting
Person would be deemed to beneficially own the number and percentage of shares
of Common Stock set forth in Row 11 and 13, respectively, of the cover page to
this Schedule 13D applicable to such Reporting Person, which information hereby
is incorporated herein by reference.
11
PAGE 11 OF 22 PAGES
Except to the extent of their shared voting and dispositive power as
co-trustees thereof, each of the Bank and Martinn H. Mandles disclaims
beneficial ownership of the shares of Common Stock beneficially owned directly
by The Sydney J. Rosenberg Trusts.
Except to the extent of their shared voting and dispositive power as
co-trustees thereof, each of the Bank and Martinn H. Mandles disclaims
beneficial ownership of the shares of Common Stock beneficially owned directly
by The Leo L. Schaumer Trusts.
Theodore Rosenberg disclaims beneficial ownership of the shares of
Common Stock beneficially owned directly by the family charitable foundation of
which Theodore Rosenberg is a director.
Except to the extent of his shared voting power and dispositive power
as a co-trustee of The Sydney J. Rosenberg Trusts and a director of the Jaclyn
and Sydney J. Rosenberg Charitable Foundation, S. Brad Rosenberg disclaims
beneficial ownership of 1,579,852 shares of Common Stock beneficially owned
directly by The Sydney J. Rosenberg Trusts and the 32,700 shares of Common Stock
beneficially owned directly by the Jaclyn and Sydney J. Rosenberg Charitable
Foundation, respectfully.
(b) The number of shares of Common Stock as to which the Reporting
Persons have sole or shared voting and dispositive power is set forth in Exhibit
2 hereto, and such information hereby is incorporated herein by reference.
Each of The Sydney J. Rosenberg Trusts and The Theodore Rosenberg Trust
(and each co-trustee or trustee, as applicable, thereof) does not (i) have the
sole power to vote or to direct the vote, (ii) share power to vote or direct the
vote, (iii) have the sole power to dispose or direct the disposition of or (iv)
(except as provided by the Agreement Regarding Trusts and the provisions
included in the trust agreements for The Sydney J. Rosenberg Trusts and The
Theodore Rosenberg Trust pursuant to the Agreement Regarding Trusts, as
described in Item 6) share the power to dispose or direct the disposition of the
shares of Common Stock beneficially owned directly by the other of such trusts.
The Bank, Martinn H. Mandles and S. Brad Rosenberg, as the only
co-trustees of The Sydney J. Rosenberg Trusts, share voting and dispositive
power over the shares of Common Stock beneficially owned directly by The Sydney
J. Rosenberg Trusts. The Bank and Martinn H. Mandles, as the only co-trustees of
The Leo L. Schaumer Trusts (as described in Item 6 and in note (2) to the
Beneficial Ownership Table in Exhibit 2 hereto), share voting and dispositive
power over the shares of Common Stock beneficially owned directly by The Leo L.
Schaumer Trusts. Theodore Rosenberg, as the only trustee of The Theodore
Rosenberg Trust, shares voting and dispositive power over the shares of Common
Stock beneficially owned directly by The Theodore Rosenberg Trust. Theodore
Rosenberg, as a director of the family charitable foundation described in note
(5) to the Beneficial Ownership Table in Exhibit 2 hereto, shares voting and
dispositive power over the shares of Common Stock beneficially owned directly by
such charitable foundation. S. Brad Rosenberg, as a director of the Jaclyn and
Sydney J. Rosenberg Charitable Foundation, shares voting and dispositive power
over the shares of Common Stock beneficially owned by such charitable
foundation.
12
PAGE 12 OF 22 PAGES
The applicable information required by Item 2 with respect to each
other person described in this Item 5 with whom voting or dispositive power is
shared, is disclosed in Item 2 and in Exhibit 1 hereto, and such information
hereby is incorporated herein by reference.
(c) None of the Reporting Persons has engaged in any transactions in
the Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Sydney J. Rosenberg Trusts, The Theodore Rosenberg Trust and The
Leo L. Schaumer Trusts were established during the lifetime of the trustors for
estate planning and succession purposes. In the case of each of the trusts, the
trustor was the sole trustee and the trust was revocable until the death or
incapacity of the trustor. Upon the death of Sydney J. Rosenberg on November 1,
1998, the Bank, Martinn H. Mandles and S. Brad Rosenberg became the successor
co-trustees of The Sydney J. Rosenberg Trusts and such trusts became
irrevocable. Upon the death of Leo L. Schaumer on August 30, 1990, the Bank and
Martinn H. Mandles became the successor co-trustees of The Leo L. Schaumer
Trusts and such trusts became irrevocable. Theodore Rosenberg is the sole
trustee of The Theodore Rosenberg Trust.
Sydney J. Rosenberg, Theodore Rosenberg, The Sydney J. Rosenberg Trust
and The Theodore Rosenberg Trust entered into an "Agreement to Adopt and Retain
Certain Provisions in the Living Trusts of the Parties" (the "Agreement
Regarding Trusts"), dated as of July 24, 1996, which agreement is attached
hereto as Exhibit 4. Pursuant to the Agreement Regarding Trusts, the parties
thereto agreed, among other things, (i) to amend the trust agreement for The
Sydney J. Rosenberg Trust to include a provision that, with respect to the
shares of Common Stock held by such trust, the trustor thereunder urges the
trustees of that trust and successor trusts to act in concert with Theodore
Rosenberg, The Theodore Rosenberg Trust, and their respective successors,
trustees and beneficiaries, (ii) to amend the trust agreement for The Theodore
Rosenberg Trust to include a provision that, with respect to the shares of
Common Stock held by such trust, the trustor thereunder urges the trustees of
that trust and successor trusts to act in
13
PAGE 13 OF 22 PAGES
concert with Sydney J. Rosenberg, The Sydney J. Rosenberg Trust, and their
respective successors, trustees and beneficiaries and (iii) to amend the trust
agreements for both trusts to include a provision that no shares of Common Stock
held in such trusts and successor trusts may be sold or transferred to anyone or
distributed to any beneficiary of such trusts until January 1, 2006, provided,
however, that such shares may be sold or exchanged prior to such time in
conjunction with (a) the sale or exchange of all or substantially all of the
Common Stock owned by the other trust and/or its trustor or (b) the sale or
exchange of all or substantially all of the stock of the legal successors to the
other trust and/or its trustor after the death of its trustor. The restrictions
on transfer described in clause (iii) above may also under certain circumstances
apply to the proceeds from any sale or exchange of Common Stock by the trusts.
The trust agreements for The Sydney J. Rosenberg Trusts and The Theodore
Rosenberg Trust have been amended to include the provisions required pursuant to
the Agreement Regarding Trusts. These provisions became irrevocable upon Sydney
J. Rosenberg's death on November 1, 1998.
Other than as described above in this Item 6, none of the Reporting
Persons is a party to any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Company, including, but not limited to, the transfer or voting of any of the
Company's securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 -- Reporting Persons.
Exhibit 2 -- Beneficial Ownership Table.
Exhibit 3 -- Joint Filing Agreement.
Exhibit 4 -- Agreement to Adopt and Retain Certain Provisions in the
Living Trusts of the Parties among Sydney J. Rosenberg,
Theodore Rosenberg, The Sydney J. Rosenberg Trust and
The Theodore Rosenberg Trust.
14
PAGE 14 OF 22 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 9, 2001
THE SYDNEY J. ROSENBERG TRUSTS
By: /s/ Martinn H. Mandles
------------------------------------
Name: Martinn H. Mandles
Title: Co-Trustee
By: /s/ S. Brad Rosenberg
------------------------------------
Name: S. Brad Rosenberg
Title: Co-Trustee
By: Bank of America, N.A., as Co-Trustee
By: /s/ Joseph T. Gubbrud
-------------------------------
Name: Joseph T. Gubbrud
Title: Vice-President
THE THEODORE ROSENBERG TRUST
By: /s/ Theodore Rosenberg
------------------------------------
Name: Theodore Rosenberg
Title: Trustee
/s/ Martinn H. Mandles
-----------------------------------------
Name: Martinn H. Mandles
/s/ S. Brad Rosenberg
-----------------------------------------
Name: S. Brad Rosenberg
15
PAGE 15 OF 22 PAGES
/s/ Theodore Rosenberg
-----------------------------------------
Name: Theodore Rosenberg
Bank of America, N.A.
By: /s/ Joseph T. Gubbrud
------------------------------------
Name: Joseph T. Gubbrud
Title: Vice-President
16
PAGE 16 OF 22 PAGES
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
1 Reporting Persons.
2 Beneficial Ownership Table.
3 Joint Filing Agreement.
4 Agreement to Adopt and Retain Certain Provisions in the
Living Trusts of the Parties among Sydney J. Rosenberg,
Theodore Rosenberg, The Sydney J. Rosenberg Trust and
The Theodore Rosenberg Trust.
17
PAGE 17 OF 22 PAGES
EXHIBIT 1
REPORTING PERSONS
Set forth below are the address of principal office and the principal
business of The Sydney J. Rosenberg Trusts, The Theodore Rosenberg Trust and
Bank of America, N.A. (the "Bank") and, with respect to each other Reporting
Person, his name, business address and present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted. The state of
organization of each of The Sydney J. Rosenberg Trusts and The Theodore
Rosenberg Trusts is California. The Bank is a national banking corporation
organized under the laws of the United States. Each Reporting Person who is an
individual is a United States citizen.
Name and Address Principal Business
- ---------------- ------------------
The Sydney J. Rosenberg Trusts Management and distribution of trust
c/o Bank of America, N.A. assets
Trust Department
2049 Century Park East,
Suite 200
Los Angeles, CA 90067-3104
Attn: Joe Gubbrud, Esq.
The Theodore Rosenberg Trust Management and distribution of trust
c/o The Rosenberg Co., Suite 202 assets
295 89th Street
Daly City, CA 94015
Bank of America, N.A. Commercial banking
Corporate Center
100 N. Tryon Street
Charlotte, N.C. 28255-0001
Principal Occupation or
Employment and Name of Principal Business and Address of
Name and Address Employer Organization Employer Organization
- ---------------- --------------------- ---------------------------------
Martinn H. Mandles Chairman of the Board & ABM Industries Incorporated
ABM Industries Incorporated Chief Administrative Officer 160 Pacific Avenue, Suite 222
North Tower, Suite 3160 of ABM Industries Incorporated San Francisco, California 94111
2029 Century Park East (air conditioning, elevator,
Los Angeles, CA 90067 engineering, janitorial, lighting,
parking and security services contractor)
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PAGE 18 OF 22 PAGES
private investor N.A.
S. Brad Rosenberg
1221 Roberto Lane
Los Angeles, CA 90077
Theodore Rosenberg Vice-Chairman of the Executive ABM Industries Incorporated
c/o The Rosenberg Co., Suite 202 Committee of the Board of Directors of 160 Pacific Avenue, Suite 222
295 89th Street ABM Industries Incorporated San Francisco, California 94111
Daly City, CA 94015 (air conditioning, elevator,
engineering, janitorial, lighting,
parking and security services contractor)
19
PAGE 19 OF 22 PAGES
EXHIBIT 2
BENEFICIAL OWNERSHIP TABLE
The Reporting Persons beneficially own (subject to the disclaimers of
beneficial ownership set forth in Item 5 of this Schedule 13D) the number and
percentages of the outstanding shares of Common Stock shown below. In addition,
each of the Reporting Persons may be deemed to beneficially own certain shares
of Common Stock as described in the second paragraph of Item 5 of this Schedule
13D.
Shares with Sole Shares with Shared
Voting and Dispositive Voting and Dispositive Total Number Percentage of
Name Power Power of Shares Class (1)
- ---- ---------------------- ---------------------- ------------ -------------
The Sydney J. Rosenberg None 2,243,824 2,243,824 9.7%
Trusts
The Theodore Rosenberg Trust None 2,390,778(2) 2,390,778 10.3%
Bank of America, N.A. None 2,352,660 2,352,660 10.2%
Martinn H. Mandles 213,827 2,269,360(3) 2,483,187 10.7%
S. Brad Rosenberg 5,458 2,276,524(4) 2,281,982 9.9%
Theodore Rosenberg 2,421,570(5) None 2,421,570 10.4%
(1) Based on 23,161,566 shares of Common Stock outstanding on December 31,
2000, except that the percentage of shares of Common Stock held by Martinn
H. Mandles and Theodore Rosenberg are based on the 23,161,566 shares of
Common Stock outstanding on December 31, 2000 plus the number of shares of
Common Stock subject to outstanding stock options held by such persons that
were exercisable on or within 60 days after such date.
(2) Includes 21,000 shares of Common Stock subject to outstanding stock options
held by Theodore Rosenberg that were exercisable on or within 60 days after
December 31, 2000.
(3) Includes 2,243,824 shares of Common Stock held by The Sydney J. Rosenberg
Trusts. Also includes 25,536 shares of Common Stock held by The Leo L.
Schaumer Trusts. Also includes 130,000 shares of Common Stock subject to
outstanding stock options held by Martinn H. Mandles that were exercisable
on or within 60 days after December 31, 2000.
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PAGE 20 OF 22 PAGES
(4) Includes 2,243,824 shares of Common Stock held by The Sydney J. Rosenberg
Trusts. Also includes 32,700 shares of Common Stock held by the Jaclyn and
Sydney J. Rosenberg Charitable Foundation.
(5) Includes 2,390,778 shares of Common Stock held by The Theodore Rosenberg
Trust, which includes 21,000 shares of Common Stock subject to outstanding
stock options held by Theodore Rosenberg that were exercisable on or within
60 days after December 31, 2000. Also includes 30,792 shares of Common
Stock held by a family charitable foundation, of which Theodore Rosenberg
is a director.
21
PAGE 21 OF 22 PAGES
EXHIBIT 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Schedule 13D (and any amendment thereto filed by them) with
respect to the shares of Common Stock, $.01 par value per share, of ABM
Industries Incorporated.
Dated: February 9, 2001
THE SYDNEY J. ROSENBERG TRUSTS
By: /s/ Martinn H. Mandles
------------------------------------
Name: Martinn H. Mandles
Title: Co-Trustee
By: /s/ S. Brad Rosenberg
------------------------------------
Name: S. Brad Rosenberg
Title: Co-Trustee
By: Bank of America, N.A., as Co-Trustee
By: /s/ Joseph T. Gubbrud
------------------------------
Name: Joseph T. Gubbrud
Title: Vice-President
THE THEODORE ROSENBERG TRUST
By: /s/ Theodore Rosenberg
------------------------------------
Name: Theodore Rosenberg
Title: Trustee
/s/ Martinn H. Mandles
-----------------------------------------
Name: Martinn H. Mandles
/s/ S. Brad Rosenberg
-----------------------------------------
Name: S. Brad Rosenberg
22
PAGE 22 OF 22 PAGES
/s/ Theodore Rosenberg
-----------------------------------------
Name: Theodore Rosenberg
Bank of America, N.A.
By: /s/ Joseph T. Gubbrud
------------------------------------
Name: Joseph T. Gubbrud
Title: Vice President
1
Exhibit 4
AGREEMENT TO ADOPT AND RETAIN CERTAIN PROVISIONS
IN THE LIVING TRUST OF THE PARTIES
This Agreement is made and entered into on this 24th day of July, 1996,
between Theodore Rosenberg and the Theodore Rosenberg Trust on the one hand,
and Sydney J. Rosenberg and the Sydney J. Rosenberg Trust on the other
(collectively sometimes called "The Parties" herein).
WHEREAS Theodore Rosenberg and Sydney Rosenberg have each executed trusts
providing for the management and distribution of their respective assets during
their lifetime and after their death, and
WHEREAS those trusts are each subject to amendment during the lifetime of
the Trustor, and
WHEREAS The Parties all have various interests which are related in
various ways, and
WHEREAS The Parties wish to be certain that specified interests will be
handled as agreed;
NOW THEREFORE, THE PARTIES DO AGREE AS FOLLOWS:
1. The Theodore Rosenberg Trust and the Sydney J. Rosenberg Trust are
currently being amended, and the new amendments shall contain for each trust a
section in the form and content as set out in Exhibits A and B hereto. Exhibit
A contains the language to be included in The Sydney J. Rosenberg Trust.
Exhibit B contains the language to be included in The Theodore Rosenberg Trust.
2. The substance of that Section shall not be changed in either of the
trusts during the joint lifetime of Theodore Rosenberg and Sydney J. Rosenberg
without the express
2
written consent of both of them. After the death of Theodore Rosenberg, or
Sydney J. Rosenberg, this Section shall be irrevocable and not subject to
change in either of the trusts.
Executed the year and date first written above.
/s/ THEODORE ROSENBERG /s/ SYDNEY J. ROSENBERG
- -------------------------------------- -------------------------------------
Theodore Rosenberg Sydney J. Rosenberg
The Theodore Rosenberg Trust The Sydney J. Rosenberg Trust
By /s/ THEODORE ROSENBERG TTE By /s/ SYDNEY J. ROSENBERG TTE
- -------------------------------------- -------------------------------------
Theodore Rosenberg, Trustee Sydney J. Rosenberg, Trustee
3
Exhibit A
VI. SPECIAL PROVISIONS REGARDING CLOSELY HELD BUSINESSES, INCLUDING ABM
STOCK, T & S REALTY, 9831 PICO PARTNERS AND OTHERS AND RELATED MATTERS
A. AGREEMENT WITH THEODORE ROSENBERG AND THE THEODORE ROSENBERG TRUST.
Trustor, both individually and as trustor of this trust has entered
into an agreement with Theodore Rosenberg and the Theodore
Rosenberg Trust which provides that this Trust and the Theodore
Rosenberg Trust will both contain this section. The agreement
further provides that this section shall not be changed in either
Trust during the joint lifetime of Sydney J. Rosenberg and Theodore
Rosenberg without the express written consent of both of them.
After the death of either of them, this section shall not be
changed in either of the Trusts.
B. MATTERS IN COMMON WITH THEODORE ROSENBERG AND THE THEODORE ROSENBERG
TRUST. Within the Trust Estate, there are significant interests in
ABM, T & S Realty Co., 9831 Pico Partners and other investments that
are owned in conjunction with Trustor's brother, namely Theodore
Rosenberg or The Theodore Rosenberg Trust. With regard to these
investments and to other matters of mutual interest, Trustor urges
the Trustees of All Trusts to act in concert with Theodore
Rosenberg, the Theodore Rosenberg Trust, and the respective
successors, trustees and beneficiaries of Theodore Rosenberg and the
Theodore Rosenberg Trust.
C. CONTINUATION OF TRUST. Trustor recognizes that a large portion of
the Trust Estate consists of closely-held business interests. The
continuation of Any Trusts hereunder is hereby authorized for as
long as may be reasonably necessary, including possibly throughout
the period of payment of installments of federal estate tax.
1
4
D. UNPRODUCTIVE PROPERTY. Notwithstanding any other provision in this
Trust Agreement to the contrary: No beneficiary of Any Trust shall
have the power to compel the Trustees of That Trust to make productive
or more productive, in terms of ordinary income and/or capital gain,
any unproductive or under-productive property held in That Trust,
including but not limited to any common stock and or real property.
This paragraph is also included in the last Section of this Trust
solely to show that this provision not only falls within this Section
VI, but also applies to all of the property within the Trust.
E. COMMON STOCK OF ABM OR ITS SUCCESSORS IN INTEREST ("ABM STOCK").
1. Subject only to the exceptions set forth in Subsection VI.E.3.
below, no ABM Stock held in Any Trust may be sold or transferred
to anyone or distributed to any beneficiary of That Trust until
January 1, 2006, or until five (5) years have elapsed since the
death of the last to die of Trustor or Trustor's brother Theodore
Rosenberg if the five-year period should elapse before January 1,
2006.
2. The foregoing period of time is designated as the "Minimum ABM
Holding Period". Any trust created pursuant to this Trust
Agreement which contains ABM Stock and is scheduled to terminate
in whole or in part during the Minimum ABM Holding Period, with
distribution free of trust to one or more beneficiaries shall,
notwithstanding any other provisions of this Trust Agreement,
continue only with respect to such stock on the same terms and
conditions, but as if the time for termination did not occur
until after the expiration of the Minimum ABM Holding Period. If
a beneficiary shall die prior to such termination, such
beneficiary's interest shall pass as if the beneficiary had died
prior to the
2
5
age or time for termination and such interest shall continue to be
held, administered and distributed by the Trustees hereunder for the
benefit of the beneficiaries thereof. Until expiration of the Minimum
ABM Holding Period, no distribution or calculation of principal shall
include any ABM Stock or the value thereof.
3. There are no exceptions to the Minimum ABM Holding Period for the
sale, transfer or distribution of ABM Stock; however ABM Stock may be
sold for cash or exchanged for other stock prior to expiration of the
ABM Holding Period, but only if such sale or exchange is:
a. in conjunction with the sale or exchange of all or substantially
all of the ABM Stock owned by Trustor's brother Theodore
Rosenberg and/or The Theodore Rosenberg Trust; or
b. in conjunction with the sale or exchange of all or substantially
all of the stock of the legal successors to Theodore Rosenberg
and/or The Theodore Rosenberg Trust after the death of Theodore
Rosenberg.
4. The Minimum ABM Holding Period shall not apply to the proceeds from
any such sale or exchange of ABM Stock unless the Trustees determine
in their sole and absolute discretion that the voting securities of
any other entity received in exchange for ABM Stock constitutes a
significant block of stock in such other entity, in which case the
Minimum ABM Holding Period shall remain in effect with respect to such
other voting securities.
5. Trustor understands that any Trustee who is also a stockholder,
director an/or officer of ABM may have conflicting duties and
obligations to Any/All Trusts, to other stockholders, directors and
officers of ABM, and to other persons interested in ABM. Trustor holds
the Trustee
6
harmless from any action or inaction with regard to ABM by that
Trustee and Any/All Trusts related to ABM, both before and after
the Minimum ABM Holding Period.
F. T & S REALTY. The following provisions shall apply to T & S Realty Co.
which is a California general partnership between This Trust and The
Theodore Rosenberg Trust, as applicable, held in any trust subsequent to
Trustor's death:
1. Any distributions to or from Any Trust on account of its interest
in T & S Realty Co. shall, to the fullest extent deemed practical
by the Trustees, be converted into cash, notes or other
non-partnership property prior to such distribution. Trustor does
not intend that the interests per se of Any Trust in T & S Realty
Co. shall be distributed to any beneficiary.
2. In connection with raising funds for estate and any other death
taxes, expenses and distributions, Trustor directs that, to the
fullest extent deemed practical by the Trustees, other portions of
the Trust Estate that are not specifically disposed of or provided
for in This Trust Agreement shall be utilized for distributions
before obtaining loans or withdrawals from T & S Realty Co., or
requiring T & S Realty Co. to sell or refinance any of its real
properties.
3. Portions of the Trust Estate that are specifically disposed of or
provided for in This Trust Agreement include, but are not limited
to, the Outright Gifts and ABM Stock.
4
7
Exhibit B
VI. SPECIAL PROVISIONS REGARDING CLOSELY HELD BUSINESSES, INCLUDING ABM STOCK,
T & S REALTY, 9831 PICO PARTNERS AND OTHERS AND RELATED MATTERS.
A. AGREEMENT WITH SYDNEY J. ROSENBERG AND THE SYDNEY J. ROSENBERG TRUST.
Trustor, both individually and as trustor of this trust has entered into an
agreement with Sydney J. Rosenberg and the Sydney J. Rosenberg Trust which
provides that this Trust and the Sydney J. Rosenberg Trust will both contain
this section. The agreement further provides that this section shall not be
changed in either Trust during the joint lifetime of Sydney J. Rosenberg and
Theodore Rosenberg without the express written consent of both of them. After
the death of either of them, this section shall not be changed in either of the
Trusts.
B. MATTERS IN COMMON WITH SYDNEY J. ROSENBERG AND THE SYDNEY J. ROSENBERG
TRUST. Within the Trust Estate, there are significant interests in ABM, T & S
Realty Co., 9831 Pico Partners and other investments that are owned in
conjunction with Trustor's brother, namely Sydney J. Rosenberg or The Sydney
J. Rosenberg Trust. With regard to those investments and to other matters of
mutual interest, Trustor urges the Trustees of All Trusts to act in concert
with Sydney J. Rosenberg, the Sydney J. Rosenberg Trust, and the respective
successors, trustees and beneficiaries of Sydney J. Rosenberg and the Sydney J.
Rosenberg Trust.
C. CONTINUATION OF TRUST. Trustor recognizes that a large portion of the
Trust Estate consists of closely-held business interests. The continuation of
Any Trusts hereunder is hereby authorized for as long as may be reasonably
necessary,
8
including possibly throughout the period of payment of installments of federal
estate tax.
D. UNPRODUCTIVE PROPERTY. Notwithstanding any other provision in this
Trust Agreement to the contrary: No beneficiary of Any Trust shall have the
power to compel the Trustees of That Trust to make productive or more
productive, in terms of ordinary income and/or capital gain, any unproductive or
under-productive property held in That Trust, including but not limited to any
common stock and or real property. This paragraph is also included in the last
Section of this Trust solely to show that this provision not only falls within
this Section VI, but also applies to all of the property within the Trust.
E. COMMON STOCK OF ABM OR ITS SUCCESSORS IN INTEREST ("ABM STOCK").
1. Subject only to the exceptions set forth in Subsection VI.E.3.
below, no ABM Stock held in Any Trust may be sold or transferred
to anyone or distributed to any beneficiary of That Trust until
January 1, 2006, or until five (5) years have elapsed since the
death of the last to die of Trustor or Trustor's brother Sydney
J. Rosenberg if the five-year period should elapse before
January 1, 2006.
2. The foregoing period of time is designated as the "Minimum ABM
Holding Period". Any trust created pursuant to this Trust
Agreement which contains ABM Stock and is scheduled to terminate
in whole or in part during the Minimum ABM Holding Period, with
distribution free of trust to one or more beneficiaries shall,
notwithstanding any other provisions of this Trust Agreement,
continue only with respect to such stock on the same terms and
conditions, but as if the time for termination did not occur
until after the expiration of the Minimum ABM Holding
2
9
Period. If a beneficiary shall die prior to such termination,
such beneficiary's interest shall pass as if the beneficiary had
died prior to the age or time for termination and such interest
shall continue to be held, administered and distributed by the
Trustees hereunder for the benefit of the beneficiaries thereof.
Until expiration of the Minimum ABM Holding Period, no
distribution or calculation of principal shall include any ABM
Stock or the value thereof.
3. There are no exceptions to the Minimum ABM Holding Period for
the sale, transfer or distribution of ABM Stock; however ABM
Stock may be sold for cash or exchanged for other stock prior to
expiration of the ABM Holding Period, but only if such sale or
exchange is:
a. in conjunction with the sale or exchange of all or
substantially all of the ABM Stock owned by Trustor's
brother Sydney J. Rosenberg and/or The Sydney J. Rosenberg
Trust; or
b. In conjunction with the sale or exchange of all or
substantially all of the stock of the legal successors to
Sydney J. Rosenberg and/or The Sydney J. Rosenberg Trust
after the death of Sydney J. Rosenberg.
4. The Minimum ABM Holding Period shall not apply to the proceeds
from any such sale or exchange of ABM Stock unless the Trustees
determine in their sole and absolute discretion that the voting
securities of any other entity received in exchange for ABM
Stock constitutes a significant block of stock in such other
entity, in which case the Minimum ABM Holding Period shall
remain in effect with respect to such other voting securities.
5. Trustor understands that any Trustee who is also a stockholder,
director and/or officer of ABM may have conflicting duties and
obligations to Any/All Trusts, to other stockholders, directors
and officers of ABM,
3
10
and to other persons interested in ABM. Trustor holds the Trustee
harmless from any action or inaction with regard to ABM by that
Trustee and Any/All Trusts related to ABM, both before and after the
Minimum ABM Holding Period.
F. T & S REALTY. The following provisions shall apply to T & S Realty Co.
which is a California general partnership between This Trust and The Sydney J.
Rosenberg Trust, as applicable, held in any trust subsequent to Trustor's
death:
1. Any distributions to or from Any Trust on account of its interest in
T & S Realty Co. shall, to the fullest extent deemed practical by
the Trustees, be converted into cash, notes or other non-partnership
property prior to such distribution. Trustor does not intend that
the interests per se of Any Trust in T & S Realty Co. shall be
distributed to any beneficiary.
2. In connection with raising funds for estate and any other death
taxes, expenses and distributions, Trustor directs that, to the
fullest extent deemed practical by the Trustees, other portions of
the Trust Estate that are not specifically disposed of or provided
for in This Trust Agreement, shall be utilized for distributions
before obtaining loans or withdrawals from T & S Realty Co., or
requiring T & S Realty Co. to sell or refinance any of its real
properties.
3. Portions of the Trust Estate that are specifically disposed of or
provided for in This Trust Agreement include, but are not limited
to, the Outright Gifts and ABM Stock.
