1. Name and Address of Reporting Person
ROONEY, PHILLIP B.
2300 Warrenville Road
Downers Grove, IL 60515-1700
USA
2. Issuer Name and Ticker or Trading Symbol
ServiceMaster Company (SVM)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
12/13/2002
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Ex. Vice President
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+---------------------------------+----------+-------------+-----------------------------+----------------+-----------+------------+
|1. Title of Security |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature |
| | action | action | or Disposed of (D) | Securities | ship | of In- |
| | Date | Code | | Beneficially | Form: | direct |
| | | | | Owned at | Direct | Bene- |
| | (Month/ | | | End of | (D) or | ficial |
| | Day/ +-------+-----+-----------+------+----------+ Month | Indirect| Owner- |
| | Year) |Code |V |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------+-----+-----------+------+----------+----------------+-----------+------------+
Common stock $.01 par value 429689 D
Common stock $.01 par value 408 I 401(k) plan
Common stock $.01 par value 1350 I by son
Common stock $.01 par value 13500 I by spouse
Common stock $.01 par value 12/13/2002 A 44 A $10.0300 193837 I Deferred Comp
Common stock $.01 par value 34869 I Dir.Def.Fee
Trust
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | |Number |Owner- | |
| | | | | | | | |of |ship | |
| | | | | | | | |Deriv- |Form of| |
| | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | |of Underlying | |Secur- |ative |Nature |
| |Conver- | | |Number of | |Securities | |ities |Secur- |of |
| |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- |
| |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct |
| |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial |
|Derivative |ative |(Month/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- |
|Security |Security|Day/Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security |Month |(I) |ship |
+-------------+--------+----------+------+--+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Options $8.75 08/07/2007 Common 175000 D
(Right to buy) Stock
Stock Options $9.2593 02/15/2006 Common 8100 D
(Right to buy) Stock
Stock Options $10.52 03/15/2008 Common 150000 D
(Right to buy) Stock
Stock Options $11.2222 02/12/2007 Common 11250 D
(Right to buy) Stock
Stock Options $11.5 12/31/2009 Common 308980 D
(Right to buy) Stock
Stock Options $12.524 12/06/2008 Common 250000 D
(Right to buy) Stock
Stock Options $13.4311 04/30/2007 Common 225000 D
(Right to buy) Stock
Stock Options $13.87 05/03/2006 Common 1442 D
(Right to buy) Stock
Stock Options $14.7733 04/30/2007 Common 22500 D
(Right to buy) Stock
Stock Options $16.1155 04/30/2007 Common 22500 D
(Right to buy) Stock
Stock Options $17.4622 04/30/2007 Common 22500 D
(Right to buy) Stock
Stock Options $18.075 01/28/2009 Common 200000 D
(Right to buy) Stock
Stock Options $18.2583 02/15/2008 Common 75000 D
(Right to buy) Stock
Stock Options $18.8045 04/30/2007 Common 22500 D
(Right to buy) Stock
Stock Options $20.1467 04/30/2007 Common 22500 D
(Right to buy) Stock
Explanation of Responses:
The option is exercisable in five equal annual installments beginning on the
first anniversary of the date of the grant.
Option becomes exercisable 10% per year on anniversary date of the grant for a
period of 8 years, the 9th anniversary the remaining 20% becomes exercisable..
In 1999, ServiceMaster entered into a joint venture with Kleiner, Perkins,
Caufield & Byers to develop an Internet company, We Serve Homes.com ("WSH"). A
WSH option was granted in 2000. On January 11, 2002, the WSH option was
converted into a ServiceMaster option at a ratio of 55.48 to 1, pursuant to a
merger with a subsidiary of ServiceMaster in a transaction exempt under Rule
16b-7.
Exercise Vesting/Exercise Prices - 1st anniversary 20% exercisable at 110% FMV:
$14.7733 per share - 2nd anniversary 20% exercisable at 120% FMV: $16.1155 per
share - 3rd anniversary - 20% exercisable at 130% FMV: $17.462 per share - 4th
anniversary 20% exercisable at 140% FMV: $18.8045 - 5th anniversary 20%
exercisable at 150% FMV: $20.1467 per share FMV - Fair Market Value on Grant
Date
SIGNATURE OF REPORTING PERSON
/s/ Sandra L. Groman
DATE
12/16/2002