0000950144-01-507643.txt : 20011018 0000950144-01-507643.hdr.sgml : 20011018 ACCESSION NUMBER: 0000950144-01-507643 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011009 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SERVICE INDUSTRIES INC CENTRAL INDEX KEY: 0000070538 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 580364900 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03208 FILM NUMBER: 1755324 BUSINESS ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309-3002 BUSINESS PHONE: 4048531000 MAIL ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 8-K 1 g72084e8-k.txt NATIONAL SERVICE INDUSTRIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ 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): October 9, 2001 ---------------- National Service Industries, Inc. --------------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 001-03208 --------- (Commission File Number) 58-03649 -------- (IRS Employer Identification Number) 1420 Peachtree Street, N. E., Atlanta, Georgia 30309-3002 --------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (404) 853-1000 -------------- Not applicable (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events. Attached hereto is a press release issued by National Service Industries, Inc. (the "Registrant") on October 9, 2001. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release, issued by the Registrant on October 9, 2001.
2 3 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. Date: October 9, 2001 NATIONAL SERVICE INDUSTRIES, INC. By: /s/ Kenyon W. Murphy ------------------------------------------- Kenyon W. Murphy Senior Vice President and General Counsel 3 EX-99.1 3 g72084ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 COMPANY CONTACT: OCTOBER 9, 2001 CHESTER J. POPKOWSKI (CHET) VICE PRESIDENT, TREASURER (404) 853-1405 WEB SITE: WWW.NATIONALSERVICE.COM NSI ---- ROBERT JEPSON WITHDRAWS AS CEO-DESIGNATE OF POST-SPIN NATIONAL SERVICE INDUSTRIES --- SPIN-OFF OF LIGHTING EQUIPMENT AND CHEMICAL BUSINESSES POSTPONED PENDING SELECTION OF A MANAGEMENT TEAM ATLANTA, GA -- NATIONAL SERVICE INDUSTRIES, INC. (NYSE: NSI) TODAY ANNOUNCED THE POSTPONEMENT OF THE SPIN-OFF OF ITS LIGHTING EQUIPMENT AND CHEMICAL BUSINESSES PENDING THE SELECTION OF A REPLACEMENT FOR ROBERT S. JEPSON, JR., WHO HAS WITHDRAWN HIS NAME AS THE FUTURE CHIEF EXECUTIVE OFFICER OF THE POST-SPIN NSI, WHICH WILL CONSIST OF THE TEXTILE RENTAL AND ENVELOPE BUSINESSES. THE COMPANY ORIGINALLY SET THE TARGET DATE FOR THE COMPLETION OF THE SPIN-OFF AS OCTOBER 31, 2001. JAMES S. BALLOUN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF NSI, COMMENTED, "WE REMAIN COMMITTED TO THE COMPLETION OF THE SPIN-OFF TRANSACTION. WE ENGAGED IN THIS PROCESS TO PROVIDE SHAREHOLDERS WITH MORE CLARITY INTO OUR BUSINESSES AND TO ALLOW OUR MANAGEMENT TO FOCUS MORE FULLY ON EACH BUSINESS UNIT. WE CONTINUE TO BELIEVE THIS IS THE CORRECT COURSE OF ACTION AS THE RESULTING FOCUS AND VISIBILITY WILL ULTIMATELY PROVIDE BETTER GROWTH OPPORTUNITIES FOR EACH COMPANY. "WE EXPECT TO COMPLETE THE SPIN-OFF AS SOON AS POSSIBLE, PENDING THE SELECTION OF A NEW MANAGEMENT TEAM FOR THE POST-SPIN NSI," BALLOUN CONCLUDED. JEPSON SAID, "WHILE I STILL MAINTAIN THE BELIEF THAT THE TEXTILE RENTAL AND ENVELOPE BUSINESSES ARE GOOD BUSINESSES, I FEEL THAT CURRENT WEAKENED ECONOMIC CONDITIONS WILL LIMIT MY ABILITY TO MOST EFFECTIVELY APPLY MY LEADERSHIP TO THESE SEGMENTS. THIS FACTOR, IN CONJUNCTION WITH CAREFUL CONSIDERATION OF MY PERSONAL GOALS, HAS LED ME TO WITHDRAW 5 2 MY NAME. I CONTINUE TO WISH JIM BALLOUN, AS WELL AS THE EMPLOYEES, BOARD, AND MANAGEMENT OF NSI, SUCCESS IN THE SPIN-OFF." * * * CERTAIN INFORMATION CONTAINED IN THIS PRESS RELEASE CONSTITUTES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AND INVOLVE RISKS. CONSEQUENTLY, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE INDICATED BY THE FORWARD-LOOKING STATEMENTS. STATEMENTS MADE HEREIN THAT MAY BE CONSIDERED FORWARD LOOKING INCLUDE STATEMENTS CONCERNING: (A) FUTURE GROWTH OPPORTUNITIES FOR EACH BUSINESS ASSOCIATED WITH THE FOCUS AND VISIBILITY GENERATED BY THE SPIN-OFF TRANSACTION AND (B) THE TIMING OF THE SPIN-OFF TRANSACTION. A VARIETY OF RISKS AND UNCERTAINTIES COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS. THE RISKS AND UNCERTAINTIES INCLUDE WITHOUT LIMITATION THE FOLLOWING: (A) UNDERLYING ASSUMPTIONS OR EXPECTATIONS RELATED TO THE SPIN-OFF PROVING TO BE INACCURATE OR UNREALIZED; (B) FINAL BOARD OF DIRECTOR APPROVAL OF THE SPIN-OFF TRANSACTION; (C) THE UNCERTAINTY OF GENERAL BUSINESS AND ECONOMIC CONDITIONS; (D) UNEXPECTED DEVELOPMENTS AND OUTCOMES IN THE COMPANY'S LEGAL AND ENVIRONMENTAL PROCEEDINGS; AND (E) THE ABILITY OF THE COMPANY TO SELECT A NEW MANAGEMENT TEAM FOR THE POST-SPIN NSI IN A TIMELY MANNER. * * * NATIONAL SERVICE INDUSTRIES, INC., WITH FISCAL YEAR 2001 SALES OF $2.6 BILLION, HAS FOUR BUSINESS SEGMENTS -- LIGHTING EQUIPMENT, CHEMICALS, TEXTILE RENTAL, AND ENVELOPES. 5