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Registration No. 333-32595
Filed Pursuant to Rule 424(b)(3)
COMFORT SYSTEMS USA, INC.
8,000,000 Shares of Common Stock
Supplement No. 3 dated December 9, 1998 to
Prospectus dated May 5, 1998
SIGNIFICANT ACQUISITION
A copy of the Company's Current Report on Form 8-K relating to the
acquisition of Shambaugh & Son, Inc. is attached hereto.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): NOVEMBER 15, 1998
Commission File Number: 1-13011
COMFORT SYSTEMS USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0484996
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
777 Post Oak Boulevard
Suite 500
Houston, Texas 77056
(Address of Principal Executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 830-9600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 15, 1998, the Registrant acquired by merger with a wholly owned
subsidiary Shambaugh & Son, Inc. (the "Business Acquired"), which is engaged in
the mechanical contracting business, primarily relating to heating, ventilation,
air conditioning, electrical, plumbing and fire suppression sprinklers. The
consideration for the acquisition consisted of an aggregate of 1,610,889 shares
of the common stock of the Registrant, $29,750,000 in principal amount of
Convertible Subordinated Notes and approximately $58.4 million in cash. The
consideration paid by the Registrant in the acquisitions, the cash portion of
which constituted borrowing under the Company's credit line with Bank One of
Texas, N.A., as agent, was determined through arm's length negotiations between
representatives of the Registrant and the Business Acquired.
Prior to the transactions, the Business Acquired employed vehicles, equipment
and other miscellaneous personal property in the operation of mechanical
contracting businesses, and the Registrant intends that each business will
continue such activities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The Registrant believes that it is impractical to provide financial statements
of the Business Acquired on the date of this filing, and will, if required, file
such financial statements when available but not later than sixty (60) days
after the date on which this Current Report on Form 8-K must be filed.
PRO FORMA FINANCIAL INFORMATION
The Registrant believes that it is impractical to provide pro forma financial
information reflecting the Registrant's acquisitions, the Registrant will, if
required, file such financial information when available but not later than
sixty (60) days after the date on which this Current Report on Form 8-K must be
filed.
EXHIBITS
2.1 Agreement and Plan of Merger dated November 15, 1998, by and
among the Registrant, Shambaugh & Son, Inc. and Mark Shambaugh.
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.
COMFORT SYSTEMS USA, INC.
By: /s/ WILLIAM GEORGE
William George, Senior Vice President
Date: November 25, 1998