UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
THE SERVICEMASTER COMPANY
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(Name of Registrant as Specified in Its Charter)
NEWCASTLE PARTNERS, L.P.
NEWCASTLE CAPITAL MANAGEMENT, L.P.
NEWCASTLE CAPITAL GROUP, L.L.C.
MARK E. SCHWARZ
MIO PARTNERS, INC.
COMPASS SAV LLC
COMPASS OFFSHORE SAV PCC LIMITED
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable
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(2) Aggregate number of securities to which transaction applies: Not
applicable
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): Not applicable
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(5) Total fee paid: Not applicable
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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Newcastle Partners, L.P. ("Newcastle"), together with the other
participants named herein, are filing materials contained in this Schedule 14A
with the Securities and Exchange Commission ("SEC") in connection with the
preliminary filing with the SEC of a proxy statement and an accompanying proxy
card to be used to solicit votes for the election of their director nominees at
the 2007 annual meeting of stockholders of The ServiceMaster Company, a Delaware
corporation, which has not yet been scheduled.
Item 1: On November 27, 2006, the following article was published in Crains.
SERVICEMASTER FACES WRATH OF WALL ST.
By Bob Tita
Nov. 27, 2006
ServiceMaster Co., known for mixing Christian faith with its varied
businesses, is facing judgment day.
CEO Patrick Spainhour is being pressured to sell all or parts of the
company to remedy lackluster earnings and an anemic stock price. Private-equity
firms are interested in buying the company, whose businesses include TruGreen
ChemLawn service and Terminix pest control, the Wall Street Journal reports.
So far, Mr. Spainhour has shown no interest in selling. That's frustrated
shareholder Newcastle Capital Management L.P. The hedge fund, which holds 1% of
ServiceMaster's stock, sent a letter this month asking the company to divulge
any buyout offers it has received.
"This company owns all the leading businesses (in its markets) and it's
underperformed in every instance," says Mark Schwarz, Newcastle's managing
member. "They paint a picture of a board that's not interested in considering
alternatives." Mr. Schwarz warned that disgruntled shareholders are likely to
challenge the election of directors next year if the company isn't more
responsive.
Chicago-based Ariel Capital Management LLC, ServiceMaster's
second-largest shareholder with a 10% stake, said earlier this year that the
company should consider finding a buyer or going private.
A spokesman for Downers Grove-based ServiceMaster says it plans to
respond to Newscastle's request. Mr. Spainhour is expected to present strategies
to boost profit through 2009 during a meeting Tuesday with investors and
analysts in New York.
"We've been putting together these plans with an eye toward increasing
shareholder value," the spokesman says. "We've got a very strong and detailed
presentation."
Mr. Spainhour, former CEO of apparel chain Ann Taylor and a ServiceMaster
director since 2005, was a surprise choice for CEO and chairman in June after
the resignation of Jonathan Ward in May. His first months at the helm have been
rocky. Third-quarter profit slipped 17% from a year earlier to $68 million, or
23 cents a share, because of weather-related factors. Sales rose 5% to $971.4
million. In July, the stock sank to its lowest price in almost three years but
has climbed 25% since, partly on takeover speculation. It closed Friday at
$12.05.
ServiceMaster, which plans to move to Memphis next year, has pursued dual
goals of honoring God and boosting profit since its founding in 1929. The
company opened its annual meeting in May with a prayer. "Honor God in all we do"
is the first corporate objective on the company's Web site. It's a combination
that probably will end if ServiceMaster is sold. But most investors are more
concerned about the bottom line.
"We just hope they're doing everything possible to enhance
shareholder value," says John Miller, Ariel senior vice-president. "If the
company decides to explore strategic alternatives, that's something that we
would welcome."
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Newcastle Partners, L.P. ("Newcastle"), together with the other
participants named herein, intend to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and an
accompanying proxy card to be used to solicit votes for the election of their
director nominees at the 2007 annual meeting of stockholders of The
ServiceMaster Company, a Delaware corporation (the "Company"), which has not yet
been scheduled.
NEWCASTLE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN ANY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO MARK SCHWARZ, NEWCASTLE
PARTNERS, L.P., AT (214) 661-7474.
The participants in the proxy solicitation are Newcastle, Newcastle
Capital Management, L.P. ("NCM"), Newcastle Capital Group, L.L.C. ("NCG"), Mark
E. Schwarz, MIO Partners, Inc. ("MIO"), Compass SAV LLC ("Compass I") and
Compass Offshore SAV PCC Limited ("Compass II" and together with Compass I, the
"Compass Entities") (together, the "Participants").
As of the close of business on November 28, 2006, the Participants
beneficially owned an aggregate of 6,426,800 shares of Common Stock of the
Company, consisting of 4,147,000 shares owned by Newcastle, 911,663 shares owned
by Compass I and 1,368,137 shares owned by Compass II. NCM, as the general
partner of Newcastle, may be deemed to beneficially own the 4,147,000 shares
owned by Newcastle. NCM may also be deemed to beneficially own the 2,279,800
shares owned by the Compass Entities by virtue of its power to vote and dispose
of such shares pursuant to account management agreements under which NCM has
been granted certain investment authority with respect to the Compass Entities.
NCG, as the general partner of NCM, which in turn is the general partner of
Newcastle, may be deemed to beneficially own the 4,147,000 shares owned by
Newcastle and the 2,279,800 shares owned by the Compass Entities. Mark Schwarz,
as the managing member of NCG, the general partner of NCM, which in turn is the
general partner of Newcastle, may be deemed to beneficially own the 4,147,000
shares owned by Newcastle and the 2,279,800 shares owned by the Compass
Entities. As the investment manager of the Compass Entities, MIO may be deemed
to beneficially own the 2,279,800 shares owned by the Compass Entities.
Silvercorp Metals Inactive
Filed: 29 Nov 06, 12:00am