-----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, IDP/+joyw1PZkOauQZqm0xfJkGnZ2vFUfwuogWMem5OOB1sA6EBuEYZJXTQNlZKs TIzqptLZKz+k0f6s0Q3FiA== 0000950144-01-508555.txt : 20020410 0000950144-01-508555.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950144-01-508555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011108 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011108 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: 1778340 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 g72574e8-k.txt NATIONAL SERVICE INDUSTRIES, INC. 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): November 8, 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) Item 5. Other Events. Attached hereto is a press release issued by National Service Industries, Inc. (the "Registrant") on November 8, 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 November 8, 2001.
2 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: November 8, 2001 NATIONAL SERVICE INDUSTRIES, INC. By: /s/ Kenyon W. Murphy ------------------------------------ Kenyon W. Murphy Senior Vice President and General Counsel 3 EX-99.1 3 g72574ex99-1.txt PRESS RELEASE Exhibit 99.1 COMPANY CONTACT: NOVEMBER 8, 2001 CHESTER J. POPKOWSKI (CHET) VICE PRESIDENT, TREASURER (404) 853-1405 WEB SITE: WWW.NATIONALSERVICE.COM NSI ---- BOARD OF DIRECTORS APPROVES SPIN-OFF OF LIGHTING EQUIPMENT AND CHEMICALS BUSINESSES ---- NAMES VERNON NAGEL AS CFO OF SPIN-OFF COMPANY ---- ATLANTA, GA -- THE BOARD OF DIRECTORS OF NATIONAL SERVICE INDUSTRIES, INC. (NYSE: NSI) YESTERDAY FORMALLY APPROVED THE SPIN-OFF OF THE COMPANY'S LIGHTING EQUIPMENT AND CHEMICALS BUSINESSES INTO A SEPARATELY TRADED COMPANY. THE SPIN-OFF COMPANY IS CURRENTLY CALLED L & C SPINCO, INC. BUT WILL BE OFFICIALLY RENAMED SOON. THE POST-SPIN NSI WILL CONSIST OF NSI'S REMAINING TEXTILE RENTAL AND ENVELOPE BUSINESSES. SUBJECT TO SATISFACTION OF CERTAIN CONDITIONS DESCRIBED BELOW, THE SPIN-OFF WILL BE ACCOMPLISHED THROUGH A SPECIAL DIVIDEND OF L & C SPINCO COMMON STOCK TO BE DISTRIBUTED ON NOVEMBER 30, 2001 TO NSI STOCKHOLDERS OF RECORD AS OF NOVEMBER 16, 2001. NSI STOCKHOLDERS WILL RECEIVE ONE SHARE OF L & C SPINCO COMMON STOCK FOR EVERY SHARE OF NSI COMMON STOCK HELD. THE DISTRIBUTION OF L & C SPINCO COMMON STOCK SHOULD BE TAX-FREE TO NSI AND ITS STOCKHOLDERS. AN INFORMATION STATEMENT DESCRIBING L & C SPINCO AND THE DISTRIBUTION WILL BE MAILED TO NSI'S STOCKHOLDERS BEGINNING ON NOVEMBER 16, 2001. PAYMENT OF THE DIVIDEND IS SUBJECT TO FINAL CLEARANCE FROM THE SECURITIES AND EXCHANGE COMMISSION AND THE NEW YORK STOCK EXCHANGE AND RECEIPT OF CUSTOMARY SOLVENCY AND TAX OPINIONS. FOLLOWING THE DISTRIBUTION, NSI WILL CONTINUE TO TRADE ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL "NSI." L & C SPINCO WILL ALSO BE LISTED ON THE NEW YORK STOCK EXCHANGE. THERE IS NOT CURRENTLY A TRADING MARKET FOR L & C SPINCO COMMON STOCK. A "WHEN ISSUED" TRADING MARKET IS EXPECTED TO DEVELOP FOR THE L & C SPINCO COMMON STOCK ON THE NEW YORK STOCK EXCHANGE BEGINNING ON OR ABOUT NOVEMBER 14, 2001, REFLECTING A POST-SPIN-OFF VALUE FOR L & C SPINCO COMMON STOCK. THE "WHEN ISSUED" TRADING MARKET WILL LAST THROUGH THE DATE OF THE DISTRIBUTION. BOTH 4 COMPANIES ARE EXPECTED TO BEGIN TRADING AS SEPARATE ISSUES ON DECEMBER 3, 2001. PRIOR TO EXECUTING A STOCK TRADE DURING THE "WHEN ISSUED" TRADING PERIOD, STOCKHOLDERS SHOULD CHECK WITH THEIR STOCKBROKERS, BANKS, OR OTHER NOMINEES FOR DETAILS REGARDING THE "WHEN ISSUED" TRADING MARKET FOR THE L & C SPINCO COMMON STOCK AND THE IMPACT OF THE DISTRIBUTION ON THE TRADING OF NSI'S COMMON STOCK. JAMES S. BALLOUN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF NSI, SAID, "WE ARE CONFIDENT THAT THIS TRANSACTION WILL PROVIDE THE TWO SEPARATED COMPANIES BOTH THE CAPITAL STRUCTURE AND THE MANAGEMENT FOCUS REQUIRED FOR LONG-TERM GROWTH AND SUCCESS, WHICH WILL OFFER COMPELLING VALUE TO THE MARKET AND ENHANCED OPPORTUNITIES FOR EMPLOYEES OF BOTH COMPANIES." AS PREVIOUSLY ANNOUNCED, BALLOUN WILL SERVE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF L & C SPINCO UPON COMPLETION OF THE SPIN-OFF. BROCK A. HATTOX WILL SERVE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE POST-SPIN NSI. THE COMPANY ALSO ANNOUNCED YESTERDAY THAT VERNON J. NAGEL HAS BEEN NAMED CHIEF FINANCIAL OFFICER OF L & C SPINCO AND WILL ASSUME THE POSITION FOLLOWING COMPLETION OF THE SPIN-OFF. FOR THE PAST TWO YEARS, NAGEL SERVED WITH JEPSON ASSOCIATES, INC., A PRIVATE INVESTMENT COMPANY, WHERE HE WAS RESPONSIBLE FOR MERGER AND ACQUISITION ACTIVITY RELATED TO SPECIALIZED MANUFACTURING COMPANIES. FROM 1993 TO 1999, NAGEL WAS EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND TREASURER OF KUHLMAN CORPORATION, WHICH WAS A NYSE-LISTED DIVERSIFIED INDUSTRIAL MANUFACTURING COMPANY THAT PRODUCED PROPRIETARY PRODUCTS FOR COMMERCIAL AND INDUSTRIAL APPLICATIONS. PRIOR TO THAT, NAGEL WAS VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER, TREASURER, AND SECRETARY OF STERICYCLE, INC., A LEADING PROVIDER OF MEDICAL WASTE MANAGEMENT AND RELATED SERVICES TO THE HEALTHCARE INDUSTRY. "VERN NAGEL BRINGS MORE THAN 20 YEARS OF SUCCESSFUL FINANCIAL MANAGEMENT EXPERIENCE TO THE TABLE, HAVING SERVED IN SENIOR FINANCIAL POSITIONS AT VARIOUS COMPANIES," SAID BALLOUN. "FOLLOWING THE SPIN-OFF, L & C SPINCO WILL LEVERAGE VERN'S EXPERTISE AS WE MOVE FORWARD WITH OUR PLANS TO IMPROVE OPERATING PERFORMANCE IN ORDER TO POSITION OURSELVES FOR FUTURE GROWTH." NAGEL SAID, "I AM EXCITED ABOUT THE FUTURE POTENTIAL OF THE LIGHTING AND CHEMICALS BUSINESSES. I LOOK FORWARD TO WORKING WITH THE OTHER 5 MEMBERS OF MANAGEMENT TO HELP THE COMPANY ACHIEVE ITS BUSINESS GOALS AND TO BUILD GREATER SHAREHOLDER VALUE." * * * 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) THE TAX-FREE NATURE OF THE DISTRIBUTION OF L & C SPINCO COMMON STOCK TO NSI AND ITS STOCKHOLDERS; (B) ANTICIPATED LISTINGS ON THE NEW YORK STOCK EXCHANGE FOR EACH OF THE TWO INDEPENDENT COMPANIES; (C) THE EXPECTED DATE THE SHARES OF EACH COMPANY WILL TRADE AS SEPARATE ISSUES; (D) THE IMPACT OF THIS TRANSACTION ON EACH COMPANY'S CAPITAL STRUCTURE AND MANAGEMENT FOCUS; (E) THE PERCEIVED VALUE TO THE MARKET OF THE TWO SEPARATE COMPANIES; (F) ENHANCED OPPORTUNITIES FOR EMPLOYEES OF BOTH COMPANIES; (G) THE TIMING AND DEVELOPMENT OF A "WHEN ISSUED" TRADING MARKET FOR L & C SPINCO COMMON STOCK; AND (H) THE TIMING OF THE MAILING OF THE INFORMATION STATEMENT TO NSI STOCKHOLDERS. 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 TRANSACTION PROVING TO BE INACCURATE OR UNREALIZED; (B) THE TIMING OF THE SECURITIES AND EXCHANGE COMMISSION'S REVIEW OF THE COMPANY'S REGISTRATION STATEMENT ON FORM 10; (C) THE UNCERTAINTY OF GENERAL BUSINESS AND ECONOMIC CONDITIONS, INCLUDING THE POTENTIAL FOR A MORE SEVERE SLOWDOWN IN NON-RESIDENTIAL CONSTRUCTION AWARDS, INTEREST RATE CHANGES, AND FLUCTUATIONS IN COMMODITY AND RAW MATERIAL PRICES; (D) UNEXPECTED DEVELOPMENTS AND OUTCOMES IN THE COMPANY'S LEGAL AND ENVIRONMENTAL PROCEEDINGS; AND (E) THE COMPANY'S ABILITY TO REALIZE THE ANTICIPATED BENEFITS OF STRATEGIC INITIATIVES RELATED TO INCREASED PRODUCTIVITY, NEW PRODUCT DEVELOPMENT, TECHNOLOGICAL ADVANCES, COST SYNERGIES, SOURCING, DECREASES IN NET WORKING CAPITAL, AND THE ACHIEVEMENT OF SALES GROWTH. ADDITIONAL FACTORS RELATED TO THESE AND OTHER EXPECTATIONS ARE AND WILL BE DETAILED IN FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE REGISTRATION STATEMENT ON FORM 10, AS AMENDED, FILED BY L & C SPINCO, 6 NSI'S FORM 10-Q FOR THE THIRD QUARTER OF FISCAL YEAR 2001, AND NSI'S FORM 10-K TO BE FILED FOR FISCAL YEAR 2001. * * * NATIONAL SERVICE INDUSTRIES, INC., WITH FISCAL YEAR 2001 SALES OF $2.6 BILLION, HAS FOUR BUSINESS SEGMENTS -- LIGHTING EQUIPMENT, CHEMICALS, TEXTILE RENTAL, AND ENVELOPES. 7 -----END PRIVACY-ENHANCED MESSAGE-----