March 29, 1999
Dear Fellow Stockholders:
On March 22, 1999, American Residential Services, Inc. ("ARS") entered into
an Agreement and Plan of Merger (the "Agreement") with The ServiceMaster
Company ("ServiceMaster") and a wholly-owned subsidiary of ServiceMaster that
provides for the acquisition of ARS for a price of $5.75 per share in cash.
Under the terms of the proposed transaction, ServiceMaster's subsidiary has
commenced a cash tender offer (the "Tender Offer") for all outstanding shares
of ARS Common Stock, par value $.001 per share, including the associated
Preferred Stock Purchase Rights (the "Rights") (collectively, the "ARS
Shares"). The Tender Offer is currently scheduled to expire at 11:59 p.m., New
York City time, on April 26, 1999.
Completion of the Tender Offer is conditioned, among other things, upon the
tender of at least 52 percent of the outstanding ARS Shares on the date Shares
are accepted for payment. Following successful completion of the Tender Offer,
all ARS Shares not tendered and purchased in the Tender Offer will be
converted into the right to receive the price per share paid pursuant to the
Tender Offer in cash pursuant to a merger of ARS with ServiceMaster's
subsidiary as contemplated by the Agreement (the "Merger").
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND DECLARED ADVISABLE THE
TENDER OFFER, THE MERGER AND THE AGREEMENT AND HAS DETERMINED THAT THE TERMS
OF THE TENDER OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF,
THE STOCKHOLDERS OF ARS. ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT
THE STOCKHOLDERS ACCEPT THE TENDER OFFER AND TENDER THEIR SHARES.
The recommendation of the Board of Directors is described in the Schedule
14D-9 filed by ARS with the Securities and Exchange Commission and enclosed
with this letter. In arriving at its recommendation, the Board of Directors
gave careful consideration to a number of factors, including the opinion of
Xxxxxxxxx & Company, Inc., financial advisors to ARS, that the consideration
to be received by the ARS stockholders pursuant to the Tender Offer and Merger
is fair, from a financial point of view, to such holders (a copy of which
opinion is attached as Annex A to the Schedule 14D-9). We urge you to read
carefully the Schedule 14D-9 in its entirety so that you will be more informed
as to the Board's recommendation.
Also accompanying this letter is a copy of the Offer to Purchase and related
materials, including a Letter of Transmittal used for tendering your shares.
These documents set forth the terms and conditions of the Tender Offer and
provide instructions as to how to tender your shares. We urge you to read each
of the enclosed materials carefully.
ServiceMaster has retained X.X. Xxxx & Co., Inc. to act as Information Agent
for this offer. If you have any questions about what steps you need to take to
tender your shares or have other questions about the offer, please call X.X.
Xxxx as follows: banks and brokers call collect (000) 000-0000 and all others
call (000) 000-0000.
On behalf of the Board of Directors,
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
