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) |
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8741 (Primary Standard Industrial Classification Code Number) |
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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 registrants 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 |
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Peter J. Loughran |
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 |
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Accelerated filer o |
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Non-accelerated filer x |
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Smaller reporting company o |
(do not check if a smaller reporting company) |
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Table of Additional Registrants
Exact
name of registrant as specified in |
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Primary Standard |
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State or other |
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I.R.S. employer |
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InStar Services Group, Inc. |
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8741 |
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Delaware |
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87-0687689 |
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Merry Maids Limited Partnership |
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8741 |
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Delaware |
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47-0718233 |
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MM Maids L.L.C. |
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8741 |
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Delaware |
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06-1668989 |
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ServiceMaster Consumer Services, Inc. |
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8741 |
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Delaware |
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36-3729225 |
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ServiceMaster Consumer Services Limited Partnership |
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8741 |
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Delaware |
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36-3729226 |
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ServiceMaster Holding Corporation |
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8741 |
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Delaware |
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36-4245384 |
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ServiceMaster Management Corporation |
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8741 |
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Delaware |
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36-3837079 |
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ServiceMaster Residential/Commercial Services Limited Partnership |
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8741 |
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Delaware |
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36-3747477 |
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SM Clean L.L.C. |
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8741 |
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Delaware |
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06-1668984 |
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Terminix International, Inc. |
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8741 |
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Delaware |
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36-3478839 |
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The Terminix International Company Limited Partnership |
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8741 |
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Delaware |
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36-3478837 |
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TruGreen Companies L.L.C. |
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8741 |
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Delaware |
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36-4313320 |
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TruGreen, Inc. |
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8741 |
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Delaware |
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36-3734601 |
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TruGreen LandCare L.L.C. |
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8741 |
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Delaware |
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36-4313318 |
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TruGreen Limited Partnership |
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8741 |
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Delaware |
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36-3734669 |
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TruGreen LandCare |
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8741 |
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California |
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36-4313318 |
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* 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 Companys 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.
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The ServiceMaster Company |
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By: |
/s/ J. PATRICK SPAINHOUR |
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J. Patrick Spainhour |
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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 |
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Title |
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Date |
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/S/ J. PATRICK SPAINHOUR |
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Principal Executive Officer |
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November 12, 2009 |
J. Patrick Spainhour |
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/S/STEVEN J. MARTIN |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Steven J. Martin |
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* |
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Director |
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November 12, 2009 |
Kenneth Giuriceo |
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* |
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Director |
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November 12, 2009 |
David Wasserman |
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*By: |
/s/STEVEN J. MARTIN |
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Steven J. Martin |
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Attorney-in Fact |
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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.
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InStar Services Group, Inc. |
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By: |
/s/ STEVEN J. MARTIN |
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Steven J. Martin |
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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 |
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Title |
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Date |
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/S/STEVEN J. MARTIN |
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Principal Executive Officer and Director |
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November 12, 2009 |
Steven J. Martin |
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/s/ MARK W. PETERSON |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Mark W. Peterson |
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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.
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Merry Maids Limited Partnership |
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By: MM Maids L.L.C., its general partner |
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By: |
/s/LAURA J. HENDRICKS |
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Laura J. Hendricks |
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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 |
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Title |
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Date |
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/S/ LAURA J. HENDRICKS |
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Principal Executive Officer |
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November 12, 2009 |
Laura J. Hendricks |
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/S/ BARRY L. WICKTOM |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Barry L. Wicktom |
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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.
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MM Maids L.L.C. |
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By: |
/s/ LAURA J. HENDRICKS |
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Laura J. Hendricks |
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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 |
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Title |
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Date |
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/S/ LAURA J. HENDRICKS |
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Principal Executive Officer |
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November 12, 2009 |
Laura J. Hendricks |
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/S/ BARRY L. WICKTOM |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Barry L. Wicktom |
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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.
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ServiceMaster Consumer Services, Inc. |
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By: |
/s/ STEVEN J. MARTIN |
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Steven J. Martin |
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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 |
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Title |
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Date |
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/S/ STEVEN J. MARTIN |
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Principal Executive Officer and Director |
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November 12, 2009 |
Steven J. Martin |
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/S/ MARK W. PETERSON |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Mark W. Peterson |
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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.
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ServiceMaster Consumer Services |
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Limited Partnership |
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By: |
ServiceMaster Consumer Services, Inc., its general partner |
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By: |
/s/ STEVEN J. MARTIN |
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Steven J. Martin |
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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 |
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Title |
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Date |
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/S/ STEVEN J. MARTIN |
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Principal Executive Officer and Director |
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November 12, 2009 |
Steven J. Martin |
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/S/ MARK W. PETERSON |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Mark W. Peterson |
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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.
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ServiceMaster Holding Corporation |
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By: |
/s/ STEVEN J. MARTIN |
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Steven J. Martin |
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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 |
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Title |
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Date |
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/S/ STEVEN J. MARTIN |
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Principal Executive Officer |
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November 12, 2009 |
Steven J. Martin |
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/S/ MARK W. PETERSON |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Mark W. Peterson |
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/S/ JANE ADAM |
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Director |
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November 12, 2009 |
Jane Adam |
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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.
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ServiceMaster Management Corporation |
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By: |
/s/ STEVEN J. MARTIN |
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Steven J. Martin |
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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 |
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Title |
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Date |
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/S/ STEVEN J. MARTIN |
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Principal Executive Officer |
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November 12, 2009 |
Steven J. Martin |
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/S/ MARK W. PETERSON |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Mark W. Peterson |
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/S/ JANE ADAM |
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Director |
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November 12, 2009 |
Jane Adam |
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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.
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ServiceMaster Residential/Commercial |
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Services Limited Partnership |
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By: |
SM Clean L.L.C., its general partner |
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By: |
/s/ MICHAEL M. ISAKSON |
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Michael M. Isakson |
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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 |
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Title |
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Date |
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/S/ MICHAEL M. ISAKSON |
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Principal Executive Officer |
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November 12, 2009 |
Michael M. Isakson |
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/S/ KEVIN J. GREEN |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Kevin J. Green |
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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.
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SM Clean L.L.C. |
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By: |
/s/ MICHAEL M. ISAKSON |
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Michael M. Isakson |
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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 |
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Title |
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Date |
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/S/ MICHAEL M. ISAKSON |
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Principal Executive Officer |
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November 12, 2009 |
Michael M. Isakson |
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/S/ KEVIN J. GREEN |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Kevin J. Green |
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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.
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Terminix International, Inc. |
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By: |
/s/ THOMAS G. BRACKETT |
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Thomas G. Brackett |
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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 |
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Title |
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Date |
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/S/ THOMAS G. BRACKETT |
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Principal Executive Officer and Director |
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November 12, 2009 |
Thomas G. Brackett |
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/S/ THEODORE A. SCHULZ |
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Principal Financial Officer, Principal Accounting Officer and Director |
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November 12, 2009 |
Theodore A. Schulz |
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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.
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The Terminix International Company |
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Limited Partnership |
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By: |
Terminix International Inc., its general partner |
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By: |
/s/ THOMAS G. BRACKETT |
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Thomas G. Brackett |
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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 |
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Title |
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Date |
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/S/ THOMAS G. BRACKETT |
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Principal Executive Officer and Director |
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November 12, 2009 |
Thomas G. Brackett |
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/S/ THEODORE A. SCHULZ |
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Principal Financial Officer, Principal Accounting Officer and Director |
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November 12, 2009 |
Theodore A. Schulz |
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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.
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TruGreen Companies L.L.C. |
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By: |
/s/ RICHARD A. ASCOLESE |
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Richard A. Ascolese |
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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 |
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Title |
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Date |
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/S/ RICHARD A. ASCOLESE |
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Principal Executive Officer |
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November 12, 2009 |
Richard A. Ascolese |
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/S/ MARK W. PETERSON |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Mark W. Peterson |
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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.
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TruGreen, Inc. |
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By: |
/S/ STEPHEN M. DONLY |
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Stephen M. Donly |
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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 |
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Title |
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Date |
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/S/ STEPHEN M. DONLY |
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Principal Executive Officer and Director |
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November 12, 2009 |
Stephen M. Donly |
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/S/ MICHELLE FRYMIRE |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Michelle Frymire |
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/S/ STEVEN J. MARTIN |
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Director |
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November 12, 2009 |
Steven J. Martin |
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/S/ THOMAS E. COURTNEY |
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Director |
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November 12, 2009 |
Thomas E. Courtney |
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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.
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TruGreen LandCare L.L.C. |
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By: |
/s/ RICHARD A. ASCOLESE |
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Richard A. Ascolese |
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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 |
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Title |
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Date |
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/S/ RICHARD A. ASCOLESE |
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Principal Executive Officer |
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November 12, 2009 |
Richard A. Ascolese |
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/S/ CHARLES E. DANIEL |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Charles E. Daniel |
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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.
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TruGreen Limited Partnership |
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By: |
TruGreen, Inc., its general partner |
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By: |
/s/ STEPHEN M. DONLY |
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Stephen M. Donly |
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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 |
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Title |
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Date |
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/S/ STEPHEN M. DONLY |
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Principal Executive Officer |
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November 12, 2009 |
Stephen M. Donly |
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/S/ MICHELLE FRYMIRE |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Michelle Frymire |
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/S/ STEVEN J. MARTIN |
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Director |
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November 12, 2009 |
Steven J. Martin |
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/S/ THOMAS E. COURTNEY |
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Director |
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November 12, 2009 |
Thomas E. Courtney |
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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.
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TruGreen LandCare |
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By: |
TruGreen Companies L.L.C., its general partner |
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By: |
/s/ RICHARD A. ASCOLESE |
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Richard A. Ascolese |
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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 |
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Title |
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Date |
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/S/ RICHARD A ASCOLESE |
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Principal Executive Officer |
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November 12, 2009 |
Richard A. Ascolese |
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/S/ MARK W. PETERSON |
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Principal Financial Officer and Principal Accounting Officer |
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November 12, 2009 |
Mark W. Peterson |
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II-17