-----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, ERomV5IZ+RBPwXb6HN4vrVOd+hqY/0GsUEL8JVb85WiCSmc3h9ZQ/F1C3P0oLv2i wo9r3KeiTCMOVxWbxpWJEg== 0000950144-03-007723.txt : 20030613 0000950144-03-007723.hdr.sgml : 20030613 20030613152620 ACCESSION NUMBER: 0000950144-03-007723 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030612 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SERVICE INDUSTRIES INC CENTRAL INDEX KEY: 0000070538 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] 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: 03743738 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 g83381e8vk.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): June 12, 2003 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 1. Changes in Control of Registrant. Attached as Exhibit 99.1 and incorporated herein by reference is a press release issued by National Service Industries, Inc. (the "Registrant") on June 12, 2003 relating to the completion of the previously announced merger between the Registrant and NS Acquisition Corp., an affiliate of California Investment Fund, LLC ("CIF"), and the merger of NS Acquisition Corp. with and into the Registrant, with the Registrant continuing as the surviving corporation. Pursuant to the merger, each outstanding share of the Registrant's common stock was cancelled and converted into the right to receive a cash payment of $10.00 per share. The aggregate consideration involved in the transaction is approximately $113,000,000. In connection with the merger, Congress Financial Corporation provided a loan in the amount of approximately $70 million and Fremont Investment & Loan provided a loan in the amount of approximately $45 million, each of which are secured by certain assets of the Registrant. In addition, Michael R. Kelly, Managing Member of CIF, caused the contribution of $20 million in cash, which amount consists of the proceeds of a loan secured on a first priority basis by the equity interests in specified entities controlled by affiliates of CIF. 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 June 12, 2003.
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: June 13, 2003 NATIONAL SERVICE INDUSTRIES, INC. By: /s/ Carol Ellis Morgan --------------------------------------- Carol Ellis Morgan President and General Counsel 3
EX-99.1 3 g83381exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [NATIONAL SERVICE INDUSTRIES, INC. LETTERHEAD] JUNE 12, 2003 NSI NSI ANNOUNCES CLOSING OF MERGER WITH AFFILIATE OF CALIFORNIA INVESTMENT FUND, LLC ATLANTA -- JUNE 12, 2003 -- NATIONAL SERVICE INDUSTRIES, INC. (NYSE: NSI) TODAY ANNOUNCED THE COMPLETION OF THE PREVIOUSLY ANNOUNCED MERGER WITH NS ACQUISITION CORP., AN AFFILIATE OF CALIFORNIA INVESTMENT FUND, LLC. PURSUANT TO THE MERGER AGREEMENT, EACH OUTSTANDING SHARE OF NSI COMMON STOCK WILL BE CONVERTED INTO THE RIGHT TO RECEIVE $10.00 IN CASH. EFFECTIVE UPON TODAY'S FILING OF THE CERTIFICATE OF MERGER WITH THE SECRETARY OF STATE OF DELAWARE, NS ACQUISITION CORP. WAS MERGED WITH AND INTO NSI, WITH NSI CONTINUING AS THE SURVIVING CORPORATION. AS A RESULT OF THE TRANSACTION, NSI'S COMMON STOCK WILL NO LONGER BE LISTED ON THE NEW YORK STOCK EXCHANGE OR REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION. * * * NATIONAL SERVICE INDUSTRIES, INC., WITH FISCAL YEAR 2002 SALES OF $530 MILLION, HAS TWO BUSINESS SEGMENTS -- TEXTILE RENTAL AND ENVELOPES. * * *
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