American Home Shield 2007 Annual Report Download - page 133
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NEWCASTLE PARTNERS, L.P.
200 CRESCENT COURT, SUITE 1400
DALLAS, TEXAS 75201
TEL: (214) 661-7474 • FAX: (214) 661-7475
February 15, 2007
VIA FACSIMILE AND FEDERAL EXPRESS
The ServiceMaster Company
3250 Lacey Road, Suite 600
Downers Grove, Illinois 60515
Attn: Sandra L. Groman, Corporate Secretary
Re: Notice of Intention to Nominate Individuals for Election as Directors and to Submit a Business Proposal for
Consideration at the 2007 Annual Meeting of Stockholders of The ServiceMaster Company
Dear Ms. Groman:
This letter shall serve to satisfy the advance notice requirements of Article Four, Section 4.5(g) of the Bylaws (the "Bylaws")
of The ServiceMaster Company ("ServiceMaster") as to the nomination by Newcastle Partners, L.P., a Texas limited partnership
("Newcastle"), of four (4) nominees for election to the Board of Directors of ServiceMaster (the "ServiceMaster Board") at the
2007 annual meeting of stockholders of ServiceMaster, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). This letter shall also serve to satisfy
the advance notice requirements of Article Three, Section 3.13 of the Bylaws as to the submission of a business proposal to adopt a
stockholder resolution recommending to the ServiceMaster Board that ServiceMaster reimburse Newcastle for its expenses incurred
in connection with the proxy solicitation to elect its nominees at the Annual Meeting, including, but not limited to, all litigation
expenses resulting therefrom. It is our belief that the stockholders should have the affirmative right to vote on whether to reimburse
our expenses and that our business proposal affords the stockholders such right.
This letter and all Exhibits attached hereto are collectively referred to as the "Notice." Newcastle is the beneficial owner of
4,079,000 shares of common stock, $.01 par value per share (the "Common Stock"), of ServiceMaster, 1,000 shares of which are
held of record by Newcastle. Newcastle Capital Management, L.P. ("NCM") is the general partner of Newcastle. Newcastle Capital
Group, L.L.C. ("NCG") is the general partner of NCM. Mark E. Schwarz is the managing member of NCG. Accordingly, NCM,
NCG and Mr. Schwarz may each be deemed to be the beneficial owner of the 4,079,000 shares of Common Stock held by
Newcastle. The current address and daytime telephone number of Newcastle, NCM, NCG and Mr. Schwarz is 200 Crescent Court,
Suite 1400, Dallas, Texas 75201, Telephone: (214) 661-7474. As Newcastle has recently moved offices, Newcastle's address, as it
appears on ServiceMaster's books, may still be 300 Crescent Court, Suite 1110, Dallas, Texas 75201. In addition to the 4,079,000
shares of Common Stock owned by Newcastle, NCM and Mr. Schwarz may be