-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMvVvmiOm2lLp4d8yjg6MU1hvrspSmA3X9fNF5ngP7dV+d+g5W/ErI5ynG9baDPZ BXopKmg8U9s+cDdlxXo4hg== 0001104659-06-008336.txt : 20060213 0001104659-06-008336.hdr.sgml : 20060213 20060213160724 ACCESSION NUMBER: 0001104659-06-008336 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: THE EVELYN C. MACDONALD FAMILY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACDONALD DANIEL W CENTRAL INDEX KEY: 0001055346 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 6174924040 MAIL ADDRESS: STREET 1: C/O MAC-GRAY CORP STREET 2: 22 WATER ST CITY: CAMBRIDGE STATE: MA ZIP: 02141 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAC-GRAY CORP CENTRAL INDEX KEY: 0001038280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 043361982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53449 FILM NUMBER: 06603726 BUSINESS ADDRESS: STREET 1: 22 WATER ST CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 6174924040 MAIL ADDRESS: STREET 1: 22 WATER STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 FORMER COMPANY: FORMER CONFORMED NAME: MAC GRAY INC DATE OF NAME CHANGE: 19970424 SC 13G/A 1 a06-4847_1sc13ga.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Mac-Gray Corporation

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

554153-10-6

(CUSIP Number)

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 554153-10-6

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Evelyn C. MacDonald Family Trust for the benefit of Daniel W. MacDonald

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
566,667

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
566,667

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
566,667

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý
See Item 4.

 

 

11.

Percent of Class Represented by Amount in Row (9)

 

 

4.4%

Based upon 12,912,252 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2005.)

 

 

12.

Type of Reporting Person (See Instructions)
OO     (Trust)

 

2



 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Daniel W. MacDonald Revocable Living Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
975,933

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
975,933

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
975,933

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý
See Item 4.

 

 

11.

Percent of Class Represented by Amount in Row (9)

 

 

7.6%

Based upon 12,912,252 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 14, 2005.)

 

 

12.

Type of Reporting Person (See Instructions)
OO     (Trust)

 

3



 

Item 1.

 

(a)

Name of Issuer
Mac-Gray Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
404 Wyman Street

Suite 400

Waltham, MA 02451

 

Item 2.

 

(a)

Name of Person Filing

1.      The Evelyn C. MacDonald Family Trust for the benefit of Daniel W. MacDonald

 

 

2.      The Daniel W. MacDonald Revocable Living Trust

 

 

The persons enumerated in this Item 2(a) are sometimes hereinafter referred to individually as a “Reporting Person”  and collectively as the “Reporting Persons.” Pursuant to the filing of this Schedule 13G, the Reporting Persons have executed that certain Joint Filing Agreement attached as EXHIBIT B hereto.

 

 

 

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Mac-Gray Corporation

404 Wyman Street

Suite 400

Waltham, MA 02451

 

 

 

 

(c)

Citizenship
Each reporting person that is a trust is incorporated within the Commonwealth of Massachusetts.

 

 

 

 

(d)

Title of Class of Securities
Common Stock, $.01 Par Value

 

 

 

 

(e)

CUSIP Number
554153-10-6

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable

 

 

 

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

 

 

A total of 12,912,252 shares of Common Stock, $.01 par value per share (the “Common Stock”), of Mac-Gray Corporation (the “Company”) were reported in the Company’s quarterly report on Form 10-Q (File Number 001-13495) filed on November 14, 2005 as issued and outstanding as of the close of business on November 10, 2005. Statements describing the aggregate amounts of such Common Stock beneficially owned by each Reporting Person, and the number of such shares as to which such Reporting Person has (i) sole voting power, (ii) shared voting power, (iii) sole dispository power, and (iv) shared dispository power are made in the Tables listed in EXHIBIT A attached hereto. The percentage of the class of Common Stock represented by the aggregate amount of shares beneficially owned by each respective Reporting Person is as indicated on Item 9 of the cover page for each such Reporting Person

 

4



 

 

included in this Schedule.

 

 

BACKGROUND INFORMATION FOR ITEM 4.

 

 

 

Each Reporting Person, either in its capacity as direct owner of Common Stock or as settlor, trustee or beneficiary (as the case may be) of certain trusts (described further below) that hold Common Stock, has voting and or dispository power over shares of Common Stock held subject to the terms of a stockholders’ agreement dated as of June 26, 1997 (the “Stockholders’ Agreement”). The Stockholders’ Agreement is filed as Exhibit 10.2 to the Company’s Form S-1 Registration Statement, as amended, filed with the Securities and Exchange Commission (File No. 333- 33669), (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended. Given the terms of the Stockholders’ Agreement (as described below), the Reporting Persons and the other persons party thereto might be deemed to constitute a “group” holding beneficial ownership of an aggregate total of approximately 45.0% of the Company’s Common Stock for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. However, each Reporting Person disclaims that such Person has agreed to act as a group with the other parties to the Stockholders’ Agreement (other than to the extent described in this statement) and such Person disclaims beneficial ownership of shares of Common Stock of the Company other than the amounts of shares reported for each respective Reporting Person in EXHIBIT A attached hereto

 

 

 

The parties to the Stockholders’ Agreement are the Company and its stockholders Mr. Stewart G. MacDonald, Jr., Ms. Sandra E. MacDonald, Mr. Daniel W. MacDonald, The Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr., The Evelyn C. MacDonald Family Trust f/b/o Sandra E. MacDonald, The Evelyn C. MacDonald Family Trust f/b/o of Daniel W.  MacDonald (1), The Stewart G. MacDonald, Jr. 1984 Trust, The Daniel W. MacDonald Revocable Living Trust (2), the New Century Trust, The Whitney E. MacDonald GST Trust-1997, The Jonathan S. MacDonald GST Trust-1997, The Robert C. MacDonald GST Trust-1997, The Whitney E. MacDonald Gift Trust, The Jonathan S. MacDonald Gift Trust, The Robert C. MacDonald Gift Trust, Cynthia V. Doggett and certain other holders (who hold in aggregate a de minimis fraction of the issued and outstanding Common Stock). The Stockholders’ Agreement gives the parties thereto rights of first offer to purchase shares offered for sale by another stockholder who is a party thereto, as well as providing the Company with rights of second offer to purchase such shares. The Stockholders’ Agreement also conveys certain demand and “piggy-back” registration rights to the parties thereto.

 

 

FOOTNOTES TO ITEM 4:


(1)

The trustees of The Evelyn C. MacDonald Family Trust f/b/o Daniel W. MacDonald (the “DWM Trust”) are R. Robert Woodburn, Jr., Peter C. Bennett (collectively, the “Independent Trustees”) and Daniel W. MacDonald, who is also the sole beneficiary of the DWM Trust. Only the Independent Trustees exercise and share voting power over the shares of Common Stock held by the DWM Trust. Each of the Independent Trustees and Daniel W. MacDonald share power to dispose of the shares held by the DWM Trust.

 

5



 

(2)

The trustee of The Daniel W. MacDonald Revocable Living Trust (the “DWM Revocable Trust”) is Daniel W. MacDonald, its sole beneficiary.

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2006

 

 

 

The Evelyn C. MacDonald Family Trust for the

 

 

benefit of Daniel W. MacDonald

 

 

 

 

 

By:

 /s/ Daniel W. MacDonald

 

 

 

Daniel W. MacDonald, Trustee

 

 

 

 

 

 

 

 

The Daniel W. MacDonald Revocable Living Trust

 

 

 

 

 

By:

 /s/ Daniel W. MacDonald

 

 

 

Daniel W. MacDonald, Trustee

 

6



 

EXHIBIT A

 

NAME:  The Evelyn C. MacDonald Family Trust for the benefit of Daniel W.MacDonald

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

 

 

 

 

 

 

 

 

 

 

 

Sole Voting Power

 

566,667 Direct

 

 

 

NO

 

 

 

 

 

 

 

 

 

 

 

Total Sole Voting Power

 

566,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sole Dispositive Power

 

566,667 Direct

 

 

 

NO

 

 

 

 

 

 

 

 

 

 

 

Total Sole Dispositive Power

 

566,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

566,667

 

 

 

 

7



 

NAME:  The Daniel W. MacDonald Revocable Living Trust

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

 

 

 

 

 

 

 

 

 

 

 

Sole Voting Power

 

975,933 Direct

 

 

 

NO

 

 

 

 

 

 

 

 

 

 

 

Total Sole Voting Power

 

975,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sole Dispositive Power

 

975,933 Direct

 

 

 

NO

 

 

 

 

 

 

 

 

 

 

 

Total Sole Dispositive Power

 

975,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

975,933

 

 

 

 

8



 

EXHIBIT B

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by The Evelyn C. MacDonald Family Trust f/b/o Daniel W. MacDonald, and The Daniel W. MacDonald Revocable Living Trust (collectively, the “Reporting Persons”) in connection with that certain Schedule 13G to be filed on or about February 13, 2006, with respect to the common stock, par value $.01 per share (the “Common Stock”), of Mac-Gray Corporation (the “Company”) pertaining to the beneficial ownership by the Reporting Persons of shares of such Common Stock (the “Schedule 13G”). The undersigned hereby agree with respect to such filing on Schedule 13G as follows:

 

(i) No Reporting Person nor any representative of any Reporting Person makes any representation with respect to, nor bears any responsibility for, any of the information set forth with respect to any other “person” who or which is or becomes a party to or a member of any “group” (as such terms are defined and used in Section 13(g) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G promulgated thereunder) for whom or which information is included in such Schedule 13G.

 

(ii) Subject to paragraph (i) above, the undersigned hereby confirm the agreement by and among each of them that the Schedule 13G is being filed on behalf of each of the parties named below.

 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated: February 13, 2006

 

 

 

The Evelyn C. MacDonald Family Trust for the

 

 

benefit of Daniel W. MacDonald

 

 

 

 

 

By:

 /s/ Daniel W. MacDonald

 

 

 

Daniel W. MacDonald, Trustee

 

 

 

 

 

The Daniel W. MacDonald Revocable Living Trust

 

 

 

 

 

By:

 /s/ Daniel W. MacDonald

 

 

 

Daniel W. MacDonald, Trustee

 

9


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