As filed with the Securities and Exchange Commission on November 12, 2009

Registration No.  333-154648

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

Post-Effective Amendment No. 1

to

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

THE SERVICEMASTER COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

 

8741

(Primary Standard Industrial

Classification Code Number)

 

36-3858106

(I.R.S. Employer

Identification No.)

 

860 Ridge Lake Boulevard

Memphis, Tennessee 38120

(901) 597-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

Greerson G. McMullen

Senior Vice President and General Counsel

860 Ridge Lake Boulevard

Memphis, Tennessee 38120

(901) 597-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies to:

 

Brian J. Fahrney
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

 

Peter J. Loughran
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

 


 

Approximate date of commencement of proposed sale to the public:  Not applicable.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(do not check if a smaller reporting company)

 

 

 

 

 



 

Table of Additional Registrants

 

Exact name of registrant as specified in
its charter*

 

Primary Standard
Industrial
Classification
Code Number

 

State or other
jurisdiction of
incorporation
or organization

 

I.R.S. employer
identification
number

 

 

 

 

 

 

 

 

 

InStar Services Group, Inc.

 

8741

 

Delaware

 

87-0687689

 

Merry Maids Limited Partnership

 

8741

 

Delaware

 

47-0718233

 

MM Maids L.L.C.

 

8741

 

Delaware

 

06-1668989

 

ServiceMaster Consumer Services, Inc.

 

8741

 

Delaware

 

36-3729225

 

ServiceMaster Consumer Services Limited Partnership

 

8741

 

Delaware

 

36-3729226

 

ServiceMaster Holding Corporation

 

8741

 

Delaware

 

36-4245384

 

ServiceMaster Management Corporation

 

8741

 

Delaware

 

36-3837079

 

ServiceMaster Residential/Commercial Services Limited Partnership

 

8741

 

Delaware

 

36-3747477

 

SM Clean L.L.C.

 

8741

 

Delaware

 

06-1668984

 

Terminix International, Inc.

 

8741

 

Delaware

 

36-3478839

 

The Terminix International Company Limited Partnership

 

8741

 

Delaware

 

36-3478837

 

TruGreen Companies L.L.C.

 

8741

 

Delaware

 

36-4313320

 

TruGreen, Inc.

 

8741

 

Delaware

 

36-3734601

 

TruGreen LandCare L.L.C.

 

8741

 

Delaware

 

36-4313318

 

TruGreen Limited Partnership

 

8741

 

Delaware

 

36-3734669

 

TruGreen LandCare

 

8741

 

California

 

36-4313318

 

 


The address for each of the additional registrants’ principal executive office is 860 Ridge Lake Boulevard, Memphis, Tennessee 38120, and the telephone number for each of the additional registrants’ principal executive office is (901) 597-1400.

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.

 



 

DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT

 

Pursuant to a Registration Statement on Form S-1 (File No. 333-154648) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on October 22, 2008 by The ServiceMaster Company (the “Company”) and declared effective on January 16, 2009 under the Securities Act of 1933, as amended (the “Securities Act”), the Company registered the resale from time to time of $1,150,000,000 aggregate principal amount of its 10.75%/11.50% Senior Toggle Notes due 2015 (the “Notes”) which were originally issued by the Company in an offering exempt from the registration requirements of the Securities Act.  The Notes were registered to permit their resale by the selling securityholders named in the Registration Statement.

 

The Company’s obligation to keep the Registration Statement effective has terminated under the terms of the exchange and registration rights agreement that the Company entered into in connection with the issuance of the Notes.  Pursuant to the undertaking of the Company as required by Item 512(a)(3) of Regulation S-K, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the Notes that remain unsold as of the date hereof and to terminate the effectiveness of the Registration Statement.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

The ServiceMaster Company

 

 

 

 

 

 

 

By:

/s/ J. PATRICK SPAINHOUR

 

 

J. Patrick Spainhour

 

 

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ J. PATRICK SPAINHOUR

 

Principal Executive Officer

 

November 12, 2009

J. Patrick Spainhour

 

 

 

 

 

 

 

 

 

/S/STEVEN J. MARTIN

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

*

 

Director

 

November 12, 2009

Kenneth Giuriceo

 

 

 

 

 

 

 

 

 

*

 

Director

 

November 12, 2009

David Wasserman

 

 

 

 

 

 

*By:

/s/STEVEN J. MARTIN

 

 

 

Steven J. Martin

 

 

 

Attorney-in Fact

 

 

II-1



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

InStar Services Group, Inc.

 

 

 

 

 

 

 

By:

/s/ STEVEN J. MARTIN

 

 

Steven J. Martin

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/STEVEN J. MARTIN

 

Principal Executive Officer and Director

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

/s/ MARK W. PETERSON

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Mark W. Peterson

 

 

 

 

 

II-2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

Merry Maids Limited Partnership

 

By: MM Maids L.L.C., its general partner

 

 

 

 

 

 

 

By:

/s/LAURA J. HENDRICKS

 

 

Laura J. Hendricks

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ LAURA J. HENDRICKS

 

Principal Executive Officer

 

November 12, 2009

Laura J. Hendricks

 

 

 

 

 

 

 

 

 

/S/ BARRY L. WICKTOM

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Barry L. Wicktom

 

 

 

 

 

II-3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

MM Maids L.L.C.

 

 

 

 

 

 

 

By:

/s/ LAURA J. HENDRICKS

 

 

Laura J. Hendricks

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ LAURA J. HENDRICKS

 

Principal Executive Officer

 

November 12, 2009

Laura J. Hendricks

 

 

 

 

 

 

 

 

 

/S/ BARRY L. WICKTOM

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Barry L. Wicktom

 

 

 

 

 

II-4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

ServiceMaster Consumer Services, Inc.

 

 

 

 

 

 

 

By:

/s/ STEVEN J. MARTIN

 

 

Steven J. Martin

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ STEVEN J. MARTIN

 

Principal Executive Officer and Director

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

/S/ MARK W. PETERSON

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Mark W. Peterson

 

 

 

 

 

II-5



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

ServiceMaster Consumer Services

 

Limited Partnership

 

By:

ServiceMaster Consumer Services, Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ STEVEN J. MARTIN

 

 

Steven J. Martin

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ STEVEN J. MARTIN

 

Principal Executive Officer and Director

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

/S/ MARK W. PETERSON

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Mark W. Peterson

 

 

 

 

 

II-6



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

ServiceMaster Holding Corporation

 

 

 

 

 

 

 

By:

/s/ STEVEN J. MARTIN

 

 

Steven J. Martin

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ STEVEN J. MARTIN

 

Principal Executive Officer

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

/S/ MARK W. PETERSON

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Mark W. Peterson

 

 

 

 

 

 

 

 

 

/S/ JANE ADAM

 

Director

 

November 12, 2009

Jane Adam

 

 

 

 

 

II-7



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

ServiceMaster Management Corporation

 

 

 

 

 

 

 

By:

/s/ STEVEN J. MARTIN

 

 

Steven J. Martin

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ STEVEN J. MARTIN

 

Principal Executive Officer

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

/S/ MARK W. PETERSON

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Mark W. Peterson

 

 

 

 

 

 

 

 

 

/S/ JANE ADAM

 

Director

 

November 12, 2009

Jane Adam

 

 

 

 

 

II-8



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

ServiceMaster Residential/Commercial

 

Services Limited Partnership

 

By:

SM Clean L.L.C., its general partner

 

 

 

 

 

 

 

By:

/s/ MICHAEL M. ISAKSON

 

 

Michael M. Isakson

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ MICHAEL M. ISAKSON

 

Principal Executive Officer

 

November 12, 2009

Michael M. Isakson

 

 

 

 

 

 

 

 

 

/S/ KEVIN J. GREEN

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Kevin J. Green

 

 

 

 

 

II-9



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

SM Clean L.L.C.

 

 

 

 

 

 

 

By:

/s/ MICHAEL M. ISAKSON

 

 

Michael M. Isakson

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ MICHAEL M. ISAKSON

 

Principal Executive Officer

 

November 12, 2009

Michael M. Isakson

 

 

 

 

 

 

 

 

 

/S/ KEVIN J. GREEN

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Kevin J. Green

 

 

 

 

 

II-10



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

Terminix International, Inc.

 

 

 

 

 

 

 

By:

/s/ THOMAS G. BRACKETT

 

 

Thomas G. Brackett

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ THOMAS G. BRACKETT

 

Principal Executive Officer and Director

 

November 12, 2009

Thomas G. Brackett

 

 

 

 

 

 

 

 

 

/S/ THEODORE A. SCHULZ

 

Principal Financial Officer, Principal Accounting Officer and Director

 

November 12, 2009

Theodore A. Schulz

 

 

 

 

 

II-11



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

The Terminix International Company

 

Limited Partnership

 

By:

Terminix International Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ THOMAS G. BRACKETT

 

 

Thomas G. Brackett

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ THOMAS G. BRACKETT

 

Principal Executive Officer and Director

 

November 12, 2009

Thomas G. Brackett

 

 

 

 

 

 

 

 

 

/S/ THEODORE A. SCHULZ

 

Principal Financial Officer, Principal Accounting Officer and Director

 

November 12, 2009

Theodore A. Schulz

 

 

 

 

 

II-12



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

TruGreen Companies L.L.C.

 

 

 

 

 

 

 

By:

/s/ RICHARD A. ASCOLESE

 

 

Richard A. Ascolese

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ RICHARD A. ASCOLESE

 

Principal Executive Officer

 

November 12, 2009

Richard A. Ascolese

 

 

 

 

 

 

 

 

 

/S/ MARK W. PETERSON

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Mark W. Peterson

 

 

 

 

 

II-13



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

TruGreen, Inc.

 

 

 

 

 

 

 

By:

/S/ STEPHEN M. DONLY

 

 

Stephen M. Donly

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ STEPHEN M. DONLY

 

Principal Executive Officer and Director

 

November 12, 2009

Stephen M. Donly

 

 

 

 

 

 

 

 

 

/S/ MICHELLE FRYMIRE

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Michelle Frymire

 

 

 

 

 

 

 

 

 

/S/ STEVEN J. MARTIN

 

Director

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

/S/ THOMAS E. COURTNEY

 

Director

 

November 12, 2009

Thomas E. Courtney

 

 

 

 

 

II-14



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

TruGreen LandCare L.L.C.

 

 

 

 

 

 

 

By:

/s/ RICHARD A. ASCOLESE

 

 

Richard A. Ascolese

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ RICHARD A. ASCOLESE

 

Principal Executive Officer

 

November 12, 2009

Richard A. Ascolese

 

 

 

 

 

 

 

 

 

/S/ CHARLES E. DANIEL

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Charles E. Daniel

 

 

 

 

 

II-15



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

TruGreen Limited Partnership

 

By:

TruGreen, Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ STEPHEN M. DONLY

 

 

Stephen M. Donly

 

 

President and Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ STEPHEN M. DONLY

 

Principal Executive Officer

 

November 12, 2009

Stephen M. Donly

 

 

 

 

 

 

 

 

 

/S/ MICHELLE FRYMIRE

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Michelle Frymire

 

 

 

 

 

 

 

 

 

/S/ STEVEN J. MARTIN

 

Director

 

November 12, 2009

Steven J. Martin

 

 

 

 

 

 

 

 

 

/S/ THOMAS E. COURTNEY

 

Director

 

November 12, 2009

Thomas E. Courtney

 

 

 

 

 

II-16



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on November 12, 2009.

 

 

TruGreen LandCare

 

By:

TruGreen Companies L.L.C., its general partner

 

 

 

 

 

 

 

By:

/s/ RICHARD A. ASCOLESE

 

 

Richard A. Ascolese

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ RICHARD A ASCOLESE

 

Principal Executive Officer

 

November 12, 2009

Richard A. Ascolese

 

 

 

 

 

 

 

 

 

/S/ MARK W. PETERSON

 

Principal Financial Officer and Principal Accounting Officer

 

November 12, 2009

Mark W. Peterson

 

 

 

 

 

II-17