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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):
April 9, 1997 (March 31, 1997)
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SERVICE EXPERTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21173 62-1639453
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
111 Westwood Place
Suite 420
Brentwood, Tennessee 37027
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(Address of principal executive offices) (Zip Code)
(615) 371-9990
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(Registrant's telephone number, including area code)
1134 Murfreesboro Road
Nashville, Tennessee 37217
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(Former name or former address, if changed since last report)
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Page 1 of 4 pages
Exhibit Index located on Page 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 31, 1997, Service Experts, Inc., a Delaware
corporation ("SEI"), consummated the acquisition of all of the issued and
outstanding capital stock (the "Combination") of Roland J. Down, Inc., a New
York corporation (the "Company"), pursuant to a Combination Agreement, dated as
of February 17, 1997, by and among SEI, the Company and the sole shareholder of
the Company (the "Shareholder"). The Company operates a residential heating,
ventilating and air-conditioning ("HVAC") service and replacement business in
Albany, New York. The consideration paid by SEI to the Shareholder in
connection with the Combination consisted of $11,200,000 in cash. The
consideration paid in the Combination was determined through negotiations
between the parties. The factors considered by SEI in determining the
consideration to be paid included, among others, the historical operating
results, the net worth, the levels and type of indebtedness and the future
prospects of the Company. SEI funded the cash payable in connection with the
Combination with a portion of the proceeds from its recently completed public
offering of Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
None Required.
(b) Pro Forma Financial Information.
None Required.
(c) Exhibits.
2 Combination Agreement, dated as of February
17, 1997, by and among the Registrant, the
Company and the Shareholder.
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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.
SERVICE EXPERTS, INC.
By: /s/ Anthony M. Schofield
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Anthony M. Schofield
Chief Financial Officer,
Secretary and Treasurer
Date: April 9, 1997
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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2 -- Combination Agreement, dated as of February 17, 1997,
by and among the Registrant, Roland J. Down, Inc. and
Roland J. Down.
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