-----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, Mp42qnez55R3q7MMMxkFzZuwREMJGLISMIEjedI2izCnMP1sv9iecPoGE6qnB98H w5MVITLK4ai9LCZp0tkrFw== 0000950144-99-002305.txt : 19990302 0000950144-99-002305.hdr.sgml : 19990302 ACCESSION NUMBER: 0000950144-99-002305 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990301 EFFECTIVENESS DATE: 19990301 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: S-8 SEC ACT: SEC FILE NUMBER: 333-73133 FILM NUMBER: 99554117 BUSINESS ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048531000 MAIL ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 S-8 1 NATIONAL SERVICE INDUSTRIES INC/LITHONIA LIGHTING 1 As filed with the Securities and Exchange Commission on March 1, 1999 Registration No. 33-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- NATIONAL SERVICE INDUSTRIES, INC. --------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 58-0364900 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1420 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30309 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) LITHONIA LIGHTING 401(K) PLAN FOR HOURLY EMPLOYEES (Full title of the Plan) Helen D. Haines National Service Industries, Inc. NSI Center 1420 Peachtree Street, N.E. Atlanta, Georgia 30309 ---------------------- (Name and address of agent for service) Telephone number, including area code, of agent for service: (404) 853-1207 -------------- CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered (1) offering price per aggregate offering registration fee share (2) price (2) - ---------------------------------------------------------------------------------------------------------------------- National Service Industries, Inc. Common Stock, $1.00 par value and 100,000 $32.125 $3,212,500.00 $893.08 Preferred Stock Purchase Rights (3) Participation in the (4) (5) (5) (5) Lithonia Lighting 401(k) Plan for Hourly Employees
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers any additional shares that may hereafter be issued as a result of the adjustment provisions of the Lithonia Lighting 401(k) Plan for Hourly Employees. 2 (2) Estimated solely for purposes of calculating the registration fee. Determined in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices reported on the New York Stock Exchange on February 22, 1999. (3) The Preferred Stock Purchase Rights initially trade with the Common Stock. (4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (5) Not applicable. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by the registrant with the Commission are incorporated herein by reference: (a) the registrant's annual report on Form 10-K filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, for its fiscal year ended August 31, 1998; (b) the Proxy Statement dated November 23, 1998 filed by the registrant pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the Annual Meeting of Stockholders to be held January 6, 1999, and all other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31, 1998; and (c) the description of the class of securities to be offered hereby which is contained in any registration statements filed under Section 12 of the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating such description. All other documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Omitted; inapplicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Omitted; inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("Section 145") generally provides that a director or officer of a corporation: (i) shall be indemnified by the corporation for expenses in defense of any action or proceeding in connection with his service to the corporation, if he is successful in defense of the claims made against him; (ii) may, in actions other than "derivative" and similar actions, be indemnified for expenses, judgments and settlements even if he is not successful on the merits, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation (and in a criminal proceeding, if he had no reasonable cause to believe his conduct was unlawful); and (iii) may be indemnified by the corporation for expenses (but not judgments or settlements) incurred to defend or settle any action by the corporation or a derivative action (such as a suit by a shareholder alleging a breach by the director or 2 3 officer of a duty owed to the corporation), even if he is not successful, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided that no indemnification is permitted without court approval if the individual was found to be liable to the corporation. Before the permissive indemnification described in clauses (ii) and (iii) above may be made pursuant to Section 145, either (i) a majority of disinterested directors, (ii) a committee of one or more disinterested directors designated by a majority of disinterested directors, (iii) the stockholders, or (iv) under certain circumstances, independent legal counsel in a written opinion, must determine that indemnification is appropriate in the circumstances because the applicable standards of conduct have been met. Delaware law permits the advancement of expenses incurred by a proposed indemnitee by the corporation in advance of final disposition of the action provided the indemnitee undertakes to repay such advanced expenses if it is ultimately determined that he is not entitled to indemnification. The corporation may purchase insurance on behalf of an indemnitee against any liability asserted against him in his designated capacity, whether or not the corporation itself would be empowered to indemnify him against such liability. Delaware law also provides that the above rights will not be deemed exclusive of other rights of indemnification or advancement of expenses granted by by-law, agreement, vote of stockholders or disinterested directors or otherwise, as to action in an indemnitee's official capacity and as to action in another capacity while holding such office. The registrant's Certificate of Incorporation and By-laws provide such additional rights. Article Fifteenth of the registrant's Certificate of Incorporation, which provides contractual indemnification rights, was initially approved by the registrant's stockholders in 1987. It provides for mandatory indemnification of directors and officers to the full extent now authorized by the Delaware General Corporation Law (as described above) or to the further extent indemnification under the Delaware General Corporation Law is broadened in the future. Article Fifteenth also mandates advancement of expenses incurred by a proposed indemnitee, provided that, as long as Delaware law so requires, an undertaking to repay (as described above) is delivered to the registrant. Article Fifteenth permits persons indemnified thereunder to bring suit against the registrant to recover unpaid amounts claimed thereunder, with the expense of bringing a successful suit to be paid by the registrant. Article Fifteenth also provides that rights conferred therein are nonexclusive and that the registrant may maintain insurance to protect a director or officer against any expense, liability, or loss, whether or not the registrant had the power under the Delaware General Corporation Law to indemnify such person against that expense, liability, or loss. Section 7.8 of the registrant's By-laws provides rights to indemnification with respect to conduct on or before January 5, 1987, when Article Fifteenth was initially adopted. Section 7.8 provides indemnification rights which are similar to, but somewhat narrower than, the rights extended by Article Fifteenth. The registrant's directors and officers are insured against losses arising from any claim against them in such capacities for wrongful acts or omissions, subject to certain limitations. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS. Omitted; inapplicable. 3 4 ITEM 8. EXHIBITS.1 4(i) Relevant portions of the Restated Certificate of Incorporation of registrant, filed as Exhibit 3(a) of registrant's Form 10-Q for the quarter ended November 30, 1998 are incorporated herein by reference. 4(ii) Relevant portions of the By-Laws of registrant, filed as Exhibit 3(b) to registrant's Annual Report on Form 10-Q for the quarter ended November 30, 1998, are incorporated herein by reference. 4(iii)Lithonia Lighting 401(k) Plan for Hourly Employees 23 Consent of Arthur Andersen LLP 24 Powers of Attorney authorizing David Levy and Brock Hattox to sign this Registration Statement and amendments to this Registration Statement on behalf of directors of the registrant. Neither an opinion of counsel concerning compliance of the plan with ERISA nor an Internal Revenue Service (the "Service") determination letter is submitted as an exhibit to the Registration Statement. In lieu thereof, the Registrant undertakes to submit the Plan and any amendments thereto to the Service in order to secure a determination letter in a timely manner and will make all changes required by the Service in order to qualify the Plan and obtain such letter. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement; provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. - ---------------- (1) Exhibits are numbered in accordance with Item 601 of Regulation S-K. 4 5 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, National Service Industries, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 24nd day of February, 1999. NATIONAL SERVICE INDUSTRIES, INC. By: /s/ Helen D. Haines ------------------------------ Helen D. Haines Vice-President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE - ---------- ----- ---- /s/ James S. Balloun Chairman of the Board, President February 24, 1999 - -------------------------------------------- and Chief Executive Officer James S. Balloun /s/ Brock Hattox Executive Vice President and Chief February 24, 1999 - -------------------------------------------- Financial Officer Brock Hattox
5 6
SIGNATURES TITLE DATE - ---------- ----- ---- /s/ Mark R. Bachmann Vice President and Controller February 24, 1999 - -------------------------------------------- Mark R. Bachmann /s/ John L. Clendenin * Director February 24, 1999 - -------------------------------------------- John L. Clendenin /s/ Thomas C. Gallagher * Director February 24, 1999 - -------------------------------------------- Thomas C. Gallagher /s/ Robert M. Holder, Jr. * Director February 24, 1999 - -------------------------------------------- Robert M. Holder, Jr. /s/ David Levy Director February 24, 1999 - -------------------------------------------- David Levy /s/ Charles W. McCall * Director February 24, 1999 - -------------------------------------------- Charles W. McCall /s/ John G. Medlin, Jr. * Director February 24, 1999 - -------------------------------------------- John G. Medlin, Jr. /s/ Sam Nunn * Director February 24, 1999 - -------------------------------------------- Sam Nunn /s/ Herman J. Russell * Director February 24, 1999 - -------------------------------------------- Herman J. Russell /s/ Betty L. Siegel * Director February 24, 1999 - -------------------------------------------- Betty L. Siegel /s/ Barrie A. Wigmore * Director February 24, 1999 - -------------------------------------------- Barrie A. Wigmore *By: /s/ David Levy --------------------------------------- David Levy, Attorney-in-Fact
(Signatures continued on next page) 6 7 Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on February 24, 1999. LITHONIA LIGHTING 401(K) PLAN FOR HOURLY EMPLOYEES By: National Service Industries, Inc., Plan Administrator By: /s/ James S. Balloun ---------------------------------------- James S. Balloun Chairman of the Board, President and Chief Executive Officer 7 8 INDEX TO EXHIBITS
Description Page No. ----------- -------- Exhibit 4(i) Relevant portions of the Restated Certificate of Incorporated by Incorporation of Incorporated by registrant, filed as reference Exhibit 3(a) of Registrant's Form 10-Q for the quarter reference ended November 30, 1998. Exhibit 4(ii) Relevant portions of the By-Laws of registrant, filed Incorporated by as Exhibit 3 to Incorporated by registrant's Annual Report reference on Form 10-Q for the quarter ended November 30, reference 1998. Exhibit 4(iii) Lithonia Lighting 401(k) Plan for Hourly Employees Exhibit 23 Consent of Arthur Andersen LLP Exhibit 24 Powers of Attorney authorizing David Levy and Brock Hattox to sign this Registration Statement and amendments to this Registration Statement on behalf of directors of the Registrant.
8 EX-4.(III) 2 LITHONIA LIGHTING 401(K) PLAN FOR HOURLY EMPLOYEES 1 EXHIBIT 4(iii) LITHONIA LIGHTING 401(K) PLAN FOR HOURLY EMPLOYEES SUMMARY PLAN DESCRIPTION -------------------------------------------------------- THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. -------------------------------------------------------- 2 TABLE OF CONTENTS
Page Number ----------- ABOUT THIS BOOKLET................................................................................................1 HIGHLIGHTS OF KEY PLAN FEATURES...................................................................................2 PARTICIPATION IN THE PLAN.........................................................................................3 PRE-TAX CONTRIBUTIONS.............................................................................................3 INVESTMENT OF YOUR ACCOUNT........................................................................................5 BENEFITS AND PAYMENT OF BENEFITS..................................................................................9 FEDERAL INCOME TAX CONSIDERATIONS................................................................................10 IN-SERVICE WITHDRAWALS...........................................................................................11 REEMPLOYMENT AND TRANSFERS.......................................................................................12 PLAN ADMINISTRATION..............................................................................................13 CLAIMS UNDER THE PLAN............................................................................................13 AMENDMENT AND TERMINATION OF THE PLAN............................................................................15 MISCELLANEOUS....................................................................................................15 BASIC PLAN DATA..................................................................................................17 GLOSSARY 19 INVESTMENT FUNDS AND INVESTMENT PERFORMANCE......................................................................21
3 ABOUT THIS BOOKLET This booklet provides the Summary Plan Description for the Lithonia Lighting 401(k) Plan for Hourly Employees (the "Plan"), which was adopted effective as of January 1, 1999. The Plan covers designated groups of hourly employees of the Lithonia Lighting business operating units of National Service Industries (referred to as "Lithonia Lighting"). The purpose of the Plan is to encourage eligible employees to regularly save a part of their compensation on a tax-deferred basis and to provide them a way to accumulate amounts for retirement. This booklet is intended to provide a summary of the major provisions of the Plan. Your benefits are described as clearly as possible with minimal use of technical words and phrases appearing in the legal documents. However, the official plan documents remain the final authority on the Plan's terms and, in the event of conflict with this booklet, shall govern in all cases. Also, this booklet is subject to amendment for changes required to be made to the Plan by the Internal Revenue Service and for any other changes to the final Plan document. This document also constitutes part of a prospectus relating to 50,000 shares of National Service Industries, Inc. Common Stock, par value $1.00 per share, and interests in the Plan, which are offered pursuant to the provisions of the Plan. -1- 4 HIGHLIGHTS OF KEY PLAN FEATURES This page highlights the key features of your Plan. More detailed information follows in the main summary. This highlight page is cross-referenced for your convenience to the questions and answers which immediately follow. Also, a "Glossary" of important Plan terms appears at pages 19 through 20. ELIGIBILITY: Hourly Employees of Lithonia Lighting are eligible to participate in the Plan if they complete 6 months of service and attain age 21 and are in the following designated groups: (i) Employees who are not covered by a collective bargaining contract and are in a group or class of Employees designated in an appendix to the Plan, or (ii) Employees who are covered under a collective bargaining agreement with one of the Participating Bargaining Units which provides for their eligibility. (See Question 1.) CONTRIBUTIONS: You may contribute 1% to 15% of your compensation through payroll deduction to the Plan on a "pre-tax" basis. You are always 100% vested in your "Pre-Tax Contributions." You can periodically change the amount you are contributing. (See Questions 2 through 4.) There is an annual dollar limit on your Pre-Tax Contributions. (See Question 6.) Your Pre-Tax Contributions are not subject to federal (and in most cases, state) income taxes until your Plan Account is paid to you. (See Questions 17 and 18.) DISTRIBUTIONS: Your Account will generally be paid to you in a lump sum as soon as practical after you terminate employment, retire, or become Disabled, although you may elect to defer payment until a later date. Your designated beneficiary will receive your Plan Account in the event of your death. (See Questions 14 through 16.) INVESTMENTS: You have the responsibility to direct the investment of your Plan Account. You may invest your Account, in 1% increments, among the Investment Funds offered under the Plan. (See Question 9.) You may change your existing or future investments on any business day in accordance with Plan rules. (See Question 10.) HARDSHIP WITHDRAWALS: If you have a financial hardship that meets certain IRS criteria, you may be permitted to make a hardship withdrawal from your Plan Account. However, you will be suspended from making Pre-Tax Contributions to the Plan for 12 months from the date of the withdrawal. The minimum amount that may be withdrawn for hardship purposes is $1,000. Hardship withdrawals are limited to one each calendar year, and are subject to ordinary income tax and, in most cases, a 10% premature withdrawal penalty tax. -2- 5 PARTICIPATION IN THE PLAN 1. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN AND WHEN? (a) Eligible Employees - You are eligible to participate in the Plan if you are an employee of Lithonia Lighting who is paid on an hourly basis, and are either (i) not covered by a collective bargaining contract and are in a group or class of Employees designated in an appendix to the Plan, or (ii) covered under a collective bargaining agreement between the Employer and one of the Participating Bargaining Units which provides for your eligibility. You will not be eligible to participate in the Plan if you are (i) classified as a salaried employee, (ii) a leased employee, or (iii) an independent contractor. (b) Participation - If are in an eligible group, you will be able to participate on the first day of the month following the date on which you attain age 21 and complete at least 6 months of service. (c) Enrollment - Upon becoming eligible to participate in the Plan, you must complete an election form in order to start participating. (d) Continued Participation in the Plan - You will continue to remain eligible to participate in the Plan until you retire, become Disabled, die, terminate employment, or otherwise cease to be in the eligible employee group. (e) Impact on Other Benefits - Your participation in the Plan will not affect your entitlement to federal Social Security benefits or any other retirement benefits for which you may be eligible. PRE-TAX CONTRIBUTIONS 2. CAN I CONTRIBUTE TO THE PLAN? You may contribute a portion of your pay each year to the Plan on a pre-tax basis. You are always 100% vested in the amounts you contribute to the Plan (called "Pre-Tax Contributions"). 3. HOW CAN I MAKE PRE-TAX CONTRIBUTIONS? You may elect to defer from 1% to 15% of your annual compensation (in 1% increments) for contribution to your Pre-Tax Account under the Plan. You elect to make Pre-Tax Contributions by completing an election form provided by the Plan Administrator. Your initial election to make Pre-Tax Contributions will become effective as soon as administratively feasible after you become eligible to participate and -3- 6 will generally be effective for the first payroll period beginning after the date you become eligible. Your election will continue in effect from year to year until you change it or you stop participating in the Plan. 4. WHAT IS THE "BENEFITS PHONE"? The Benefits Phone is provided through the Plan recordkeeper, INVESCO, and is a convenient way to make changes regarding the investment of your Account. After you enroll in the Plan, you will be assigned a Personal Identification Number ("PIN"), which will allow you to use the 24-hour, "800" telephone number to make these changes and find out about your Account and the amount in each Investment Fund. You will receive a written confirmation of any changes you make through the Benefits Phone. 5. CAN I CHANGE OR TERMINATE MY PRE-TAX CONTRIBUTION ELECTION? You may elect to change the amount of your Pre-Tax Contribution election by using the Benefits Phone or by delivering a change form to your Company's Benefits Coordinator. Any change must be made in 1% increments and will be effective as soon as practical after you give notice of your desired change. Your new election will be effective for payroll periods beginning after your desired change is implemented. Once your new election becomes effective, it will remain in effect until you make a subsequent change or stop participating in the Plan. You may also elect to terminate your Pre-Tax Contributions by following the same procedure as for changing your Pre-Tax Contribution percentage. Unless you are prevented from making contributions because of a hardship withdrawal, you may once again elect to resume making Pre-Tax Contribution as of the beginning of any month, provided adequate notice is given. 6. ARE MY PRE-TAX CONTRIBUTIONS TO THE PLAN LIMITED? IRS rules restrict the amount of Pre-Tax Contributions you can make to the Plan. During any calendar year, you may never contribute more than an IRS dollar limit which is "indexed" annually to reflect increases in the cost of living. The 1999 calendar year limit on Pre-Tax Contributions, for example, is $10,000. This indexed limit applies not only to Pre-Tax Contributions under this Plan, but also to any other pre-tax contributions you may have made to other Code Section 401(k) plans, simplified employee pension plans, or tax-favored annuity plans, whether maintained by the Employer or by another company. You should notify the Plan -4- 7 Administrator by March 1 if you made contributions to another such plan during the prior calendar year. 7. CAN I MAKE ROLLOVER CONTRIBUTIONS TO THE PLAN? In accordance with rules established by the Plan Administrator, you may elect to make a direct transfer of your account balance from your prior employer's qualified retirement plan to this Plan. However, the Plan will not accept rollover contributions from an individual retirement account ("IRA"). 8. WHEN WILL I RECEIVE A STATEMENT SHOWING THE VALUE OF MY ACCOUNT? You will receive a statement showing the value of your Account as of the last day of each calendar quarter. This statement will indicate how your Account is invested and the activity in your Account since the preceding statement. You may also call the Benefits Phone to ascertain the value of your Account. INVESTMENT OF YOUR ACCOUNT 9. WHO IS RESPONSIBLE FOR THE INVESTMENT OF MY ACCOUNT IN THE PLAN? The assets of the Plan are held in a trust fund by the Trustee. However, the Plan is designed so that you have the responsibility for directing how your Pre-Tax Account and Rollover Account (if any) are invested. The Investment Funds presently offered by the Plan are described briefly below. Additional information on the Investment Funds and their performance will be provided to you with this Summary Plan Description (see "INVESTMENT FUNDS AND INVESTMENT PERFORMANCE" starting on page 21). The Investment Funds are: (1) Stable Value Fund - This fund is a fixed income fund which is designed to provide a steady level of current income and preservation of principal. This fund is invested in a diversified portfolio of investment contracts issued by highly-rated financial institutions. This fund's rate of return will fluctuate and it is not intended to provide a guaranteed rate of return. (2) The Balanced Fund - This fund is invested in a changing mix of high quality stocks and bonds. This fund is designed to provide capital growth and current income while limiting the risk of principal loss. This fund has a greater level of risk than the Stable Value Fund. Investments in the fund are subject to fluctuations in value and there is no guarantee of investment performance. -5- 8 (3) Diversified Equity Fund - This fund is a diversified stock fund designed to invest in a broad range of common stocks and to provide capital growth through investment in the stocks of large well-known companies. This fund has a higher level of risk than the Balanced Fund. Investments in this fund are subject to fluctuations in value and there is no guarantee of investment performance. (4) S&P 500 Index Fund - This fund is invested in stocks in the Standard & Poor's 500 Composite Stock Index. This fund is designed to provide long-term growth by attempting to match the performance and risk characteristics of the unmanaged S&P 500 Index. Investments in this fund are subject to fluctuations, and there is no guarantee of investment performance. (5) Small Company Growth Fund - This fund is designed to provide long-term growth by investing primarily in a diversified group of stocks in small or undiscovered companies that show potential for increased size, profitability and market awareness. This fund does not seek current income, and is designed more for long-term gains. Investments in this fund are subject to fluctuations, and there is no guarantee of investment performance. (6) International Fund - This fund is invested in stocks of companies outside the United States. This fund is designed to achieve long-term growth through investing in companies with significantly better financial and return characteristics than their peer groups. This fund, which is well diversified and not heavily traded, achieves its return primarily from capital appreciation (an increase in stock prices) rather than dividends. Investments in this fund are subject to fluctuations, and there is no guarantee of investment performance. (7) NSI Stock Fund - This fund is invested primarily in NSI Common Stock, although it may hold other short-term investments from time to time. The objective of this fund is to provide long-term capital appreciation through the ownership of NSI Common Stock. Because this fund will only hold one stock, it lacks diversification and may be subject to higher risks and greater fluctuations than a diversified portfolio. You may not direct that more than 50% of your Account be invested in this fund. (8) Bond Index Fund - This fund is invested in U.S. Treasury, agency, corporate, mortgage-backed, and asset-backed securities. This fund is designed to match the returns of the Lehman Brothers Aggregate Bond Index by investing in a well-diversified portfolio that is representative of the domestic investment grade bond market. The Investment Funds available under the Plan may be changed, deleted or modified from time to time by the Investment Committee of the Plan. -6- 9 10. HOW DO I DIRECT THE INVESTMENT OF MY ACCOUNT? You will be provided with a form by the Plan Administrator on which you will indicate how you would like your Account invested. On this form, you will indicate how you would like your existing Account balance, as well as your future contributions to the Plan to be invested. You must direct the investment of your existing Account balance or future contributions in 1% increments. If you fail to submit a statement of direction which properly directs the investment of your entire Account, the portion not designated for investment will be invested in the Stable Value Fund. You may change your investment direction on any business day. Any change can be made by using the Benefits Phone. Changes made on the Benefits Phone before 4:00 p.m. Eastern Time will be effective as of the close of the same business day. Changes made after 4:00 p.m. will be effective as of the close of the following business day. You may also make investment changes by completing new investment election forms provided by the Plan Administrator. As described earlier, you will be provided a statement showing how your Account is invested and the value of your Account as of the end of each calendar quarter. If you have any questions concerning the status of your Account, you should use the Benefits Phone or contact the Plan Administrator. 11. BECAUSE I CHOOSE MY INVESTMENTS, AM I RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF MY ACCOUNT? Yes. Because you control the investment of your Account, you are responsible for the investment results. The Plan is intended to be covered by a special provision of federal law - Section 404(c) of ERISA and related Department of Labor regulations. Under this provision, fiduciaries of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by you. The investment alternatives available to you are described in Question 9. Question 9 and the other materials provided to you regarding the Investment Funds give information concerning the investment objectives and risk and return characteristics of each alternative, information relating to the type and diversification of assets held by each Investment Fund, a description of any transaction fees and expenses which may affect your Account, and any designated investment manager for the Fund. Question 10 gives a description of how to invest in the various Investment Funds, an explanation of how to change the investment of your existing Account balance and your future contributions, and any limitations relating to your investment choices. Question 12 provides additional information concerning your investment in the NSI Stock Fund, as well as information about your ability to exercise voting, tender and similar rights with respect to the NSI Common Stock allocated to your Account. -7- 10 All Participant investment directions are made by using the Benefits Phone or investment election forms, both of which are administered by the Plan's recordkeeper. The recordkeeper also maintains your Account balance records and, together with the Trustee, is responsible for distributing Account statements and proxy materials related to NSI Common Stock to you so that your investment transactions and Account information remain confidential (including information relating to your holding of NSI Common Stock). 12. WHO EXERCISES THE VOTING AND SIMILAR RIGHTS WITH RESPECT TO THE NSI COMMON STOCK HELD BY THE PLAN? You will direct the Trustee how to vote the shares of NSI Common Stock allocated to your Account on all matters presented to the shareholders of NSI. You will be given the proxy materials provided to shareholders of NSI, along with instructions as to how to direct the Trustee to vote your shares. If you do not direct the Trustee how to vote, the shares allocated to your Account will not be voted. If there is a tender or exchange offer for the NSI Common Stock, you will also direct the Trustee whether to tender or exchange the shares allocated to your Account. If you fail to direct the Trustee regarding a tender or exchange, it will be treated as a direction not to tender or exchange the shares. All Participant directions regarding the voting, tender, or exchange of NSI Common Stock will be transmitted directly to the Trustee. In that way, your direction will remain confidential and no one at Lithonia Lighting or NSI will know how you voted. If the Plan holds any shares of NSI Common Stock that are not allocated to Participants, the Investment Committee will determine how such shares are voted, and whether they shall be tendered or exchanged. 13. WHAT IF I NEED ADDITIONAL INFORMATION ABOUT AN INVESTMENT FUND? You can obtain additional information through the Benefits Phone or by contacting the Plan Administrator at the address and telephone number listed in the Basic Plan Data (see page 17). The following information will be provided upon request for each investment alternative (to the extent such information is relevant and available): - annual operating expenses of the Investment Fund that may affect the investment return; - copies of prospectuses, financial statements and reports, and listings of fund assets that have been furnished to the Plan; and -8- 11 - the value of shares or units in the Investment Fund (including those held in your Account), as well as the past and current investment performance of the Investment Fund. The Plan recognizes that it is important for you to have sufficient information concerning your investment choices, so please do not hesitate to use the Benefits Phone or contact the Plan Administrator to obtain the information you need. BENEFITS AND PAYMENT OF BENEFITS 14. WHAT WILL I RECEIVE WHEN I TERMINATE EMPLOYMENT OR RETIRE? You will be entitled to the entire balance in your Account when you terminate your employment for any reason or reach your Normal Retirement Date. If you continue working for the Company past your Normal Retirement Date, you may continue to participate in the Plan until you actually retire, provided you remain eligible for Plan participation. 15. WHAT WILL MY BENEFICIARY RECEIVE IF I DIE? If you die while employed by the Company, your designated beneficiary (or beneficiaries) will be entitled to receive the entire balance of your Account. When you become a Participant, the Plan Administrator will give you a form on which you will designate one or more beneficiaries. If you are married and wish to designate someone other than your spouse as your beneficiary, you will have to obtain a written, notarized statement from your spouse consenting to your designation of an alternate beneficiary. If you are married at the time of death and have not properly designated another beneficiary, your surviving spouse will receive the entire balance of your Account. 16. WHEN AND HOW WILL MY BENEFITS BE PAID? Benefits will generally be paid to you in a lump sum as soon as administratively practical following the date on which you retire, become Disabled, or otherwise terminate employment. However, if your Account balance exceeds $5,000, your Account will not be distributed without your consent before the date you attain age sixty-five (65). In the event of your death, your Account will be paid in a lump sum to your designated beneficiary (or beneficiaries). All distributions will generally be made in cash. However, if your Account balance exceeds $5,000, you may request that the portion of your Account which is invested in the NSI Stock Fund be distributed in whole shares of NSI Common Stock, with any fractional shares paid to you in cash. -9- 12 When your Plan Account becomes payable to you, you may also direct the Plan Administrator to transfer your Account balance directly to an IRA or to another employer's tax-qualified retirement plan that accepts direct rollovers. At the time your Account becomes payable to you, the Plan Administrator will provide you with more information concerning this rollover right. FEDERAL INCOME TAX CONSIDERATIONS 17. HOW ARE MY CONTRIBUTIONS TO THE PLAN TREATED FOR FEDERAL INCOME TAX PURPOSES, AND WHEN WILL I BE TAXED ON THESE CONTRIBUTIONS? The Plan and its related trust are intended to be qualified under Code Sections 401(a), 401(k), and 501(a). This means that, for federal income tax purposes, your Pre-Tax Contributions are not taxed as income in the year in which they are made. Instead, these contributions are taxed at the time your Account is paid to you. Taxes on any investment earnings on your Pre-Tax Contributions are also deferred until your Account is paid to you. 18. WHAT TAXES WILL APPLY TO MY DISTRIBUTION? Any amount distributed to you from your Plan Account will generally be taxable as income in the year in which you receive the distribution. However, if your lump sum distribution includes shares of NSI Common Stock, you may exclude from current taxation any "net unrealized appreciation" on such shares (i.e., the value of such stock at the time of distribution over its cost basis to the Plan). If your account is paid to you before age 59-1/2 and it is not on account of your death, Disability, or termination of employment after attainment of age 55, you will have to pay a 10% excise tax (in addition to regular income taxes) on any amount distributed to you. You can postpone paying tax on your distribution by "rolling it over" or having it directly transferred to another qualified plan or IRA. However, unless you have your distribution directly transferred to another qualified plan or an IRA, federal income tax will automatically be withheld. You will receive additional information regarding special tax rules, rollovers and direct transfers at the time your Account is to be paid to you. TAX LAWS CHANGE FREQUENTLY. IF YOU HAVE SPECIFIC QUESTIONS CONCERNING INCOME TAX ON ANY PLAN DISTRIBUTION, YOU ARE ENCOURAGED TO CONSULT A TAX ADVISOR. -10- 13 IN-SERVICE WITHDRAWALS 19. MAY I WITHDRAW AMOUNTS FROM MY PLAN ACCOUNT WHILE I AM STILL EMPLOYED? In the event you incur a financial hardship (as described below), you may request a withdrawal from your Pre-Tax Account by submitting a written application on a form prescribed by the Plan Administrator. The amount you can elect to withdraw is limited to your Pre-Tax Contributions. Investment earnings on your Pre-Tax Contributions may not be withdrawn for hardship reasons. You will only be eligible for a withdrawal for financial hardship in accordance with the following rules: - The withdrawal must be due to a financial emergency involving (i) the payment of uninsured medical expenses for you and/or your spouse or dependent; (ii) the purchase of your principal residence (not including mortgage payments or rent); (iii) the payment of post-secondary tuition and/or educational expenses or fees for the next 12 months for your education or the education of your spouse, children, or dependents; or (iv) the prevention of eviction from your principal residence or the foreclosure on the mortgage on your principal residence. The existence of a financial emergency will be determined by the Plan Administrator. - The withdrawal request must state that your financial need cannot be satisfied (i) through insurance or other reimbursement, (ii) by the sale of nonessential assets owned by you, your spouse, or minor children which are reasonably available to you, (iii) by ceasing or reducing contributions to the Plan, (iv) by other distributions or loans available from any retirement plan, or (v) by obtaining a loan from a commercial source on reasonable terms. - Hardship withdrawals must be at least $1,000, and only one withdrawal will be permitted during any calendar year. - Any amount withdrawn must not exceed the amount necessary to satisfy the need, less any available resources described above. However, the amount of the withdrawal may include amounts necessary to cover any applicable income taxes or penalties. - If your hardship withdrawal is approved, you will be suspended from making Pre-Tax Contributions for a period of 12 months. - You must promptly submit any information required by the Plan Administrator regarding your financial hardship request. -11- 14 - If your Account is invested in more than one separate Investment Fund maintained under the Plan, withdrawals will be made proportionately from each Investment Fund in which your Account is invested. All hardship withdrawals will be made in cash. 20. CAN MY PLAN ACCOUNT BE ASSIGNED OR ATTACHED TO PAY A DEBT? No. In general, your Plan Account cannot be pledged, assigned, encumbered, or attached in any way. Thus, for example, you cannot pledge your Plan Account to secure a personal loan from a bank. However, your Plan Account can be attached or assigned pursuant to a Qualified Domestic Relations Order ("QDRO"). A QDRO is a decree or order of a court relating to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent. In some cases, the Plan Administrator will need time to review a QDRO to make sure it meets certain legal requirements and, during that time, the Plan may restrict any withdrawals or distributions to you from your Plan Account. REEMPLOYMENT AND TRANSFERS 21. IF I TERMINATE EMPLOYMENT BUT AM LATER REHIRED, HOW CAN I BECOME A PARTICIPANT AGAIN? As described earlier, you will cease to be an active Participant in the Plan if you retire, become Disabled, or otherwise terminate employment. If you were a Participant in the Plan when you stopped working for the Employer, you will be eligible to participate in the Plan again on the first day of the month immediately following your return to active employment with the Employer in an eligible group or class. You must complete a new election form before you may resume making Pre-Tax Contributions. If you stop working for the Employer and you were not previously a Participant in the Plan, you must satisfy the eligibility requirements as if you were a new employee. 22. WHAT IF I TRANSFER TO OR FROM EMPLOYMENT WITH ANOTHER DIVISION OF NSI? If you transfer employment to a class of Employees not eligible to participate in the Plan, your Pre-Tax Contributions to the Plan will stop at the time of your transfer. Your Account will not be paid to you at the time of transfer, but will remain in the Plan until you terminate employment with all NSI-related companies. If you transfer employment to a class of Employees eligible to participate in the Plan, your prior service will be counted as eligibility service under the Plan. If you meet the eligibility requirements as of your date of transfer, you can participate in the Plan as soon as administratively practical after your transfer. -12- 15 PLAN ADMINISTRATION 23. WHO MANAGES THE PLAN AND WHO PAYS THE PLAN'S EXPENSES? The Plan is administered by the Plan Administrator, which is NSI. The Plan Administrator has the exclusive discretionary authority to interpret and construe the Plan and direct the payment of benefits under the Plan. Any interpretation or determination made pursuant to such discretionary authority will be upheld on judicial review, unless it is shown that the interpretation or determination was arbitrary and capricious. You should direct all claims for Plan benefits, as well as any questions concerning your rights under the Plan, to the Plan Administrator. The fees and expenses related to investments under the Plan, including the investment management fees for the Investment Funds and the brokerage commissions, fees and other expenses related to the purchase and sale of NSI Common Stock, will be charged to the Investment Funds and the return earned by the funds will be net of such fees and expenses. Although the Plan provides for payment of administrative expenses from Plan assets, it is the Employer's current intention to pay the Plan's administrative fees and expenses. CLAIMS UNDER THE PLAN 24. WHAT DO I DO IF MY CLAIM FOR BENEFITS FROM THE PLAN IS DENIED? In the event your request for a Plan benefit is wholly or partially denied, you will receive a written notice of the denial from the Plan Administrator within 60 days of the date the Plan Administrator received your initial claim. If special circumstances require an extension of the time in which to reply, written notice of such extension will be given to you before the end of the initial 60-day period. In no case will the additional period extend more than 60 days beyond the end of the initial decision period. If you do not receive a response to your claim within 60 days of the date you filed the claim, it will be considered denied. The written notice of the decision will contain (i) reasons for the denial of the claim, (ii) references to the Plan provisions on which the denial is based, and (iii) a description of any additional materials or information necessary for you to submit to perfect the claim. You will also be provided with the description of the Plan's claim review procedure which includes the right to examine all Plan documents and other papers which directly relate to your claim. You may have a representative (lawyer or other person) assist you in reviewing these documents, and you or your representative may contest the denial in writing by submitting your arguments and comments to the Plan Administrator. You have 60 days after receipt of the denial in which to request a review of the denied claim. The Plan Administrator will generally make its decision on review within 60 days after receipt of your request for review. In some special circumstances an additional period, not to exceed 60 days, may be necessary to decide the claim. The decision will be written in an -13- 16 understandable manner and will contain the reasons for the decision and references to pertinent Plan provisions on which the denial is based. If you receive no response at all within the time frame described above, the claim will be considered denied. 25. WHAT RIGHTS ARE AVAILABLE TO PARTICIPANTS UNDER THE PLAN OR UNDER ERISA? As a Participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to: - Examine, without charge, at the Plan Administrator's office and at other specified locations, such as worksites and union halls, all Plan documents, including copies of all documents filed by the Plan with the U.S. Department of Labor, such as annual reports and plan descriptions; - Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator, for which the Plan Administrator may make a reasonable charge; - Receive a summary of the Plan's annual financial report, which the Plan Administrator is required by law to furnish you; - Obtain a statement telling you whether you have a right to receive benefits under the Plan at normal retirement age and if so, what your benefits would be at normal retirement age if you stop working now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work before you have a right to a benefit. This statement must be requested in writing and is not required to be given more than once a year. The Plan must provide the statement free of charge. In addition to creating rights for the Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including the Employer or any other person, may terminate your employment or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. As described above, if your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan Administrator review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the -14- 17 materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U. S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. AMENDMENT AND TERMINATION OF THE PLAN 26. WHO HAS THE AUTHORITY TO AMEND THE PLAN? NSI retains the authority to amend or revise the Plan at any time in its discretion. However, no amendment can have the effect of taking away your Plan Account or causing any part of the trust fund to revert to NSI. Any amendment shall be pursuant to resolution of the Board of Directors of NSI or such other procedures as may be authorized by resolution of the Board. 27. HOW LONG WILL THE PLAN BE CONTINUED? The Plan has been established by NSI with the intention that it will be continued. However, NSI reserves the right at any time to terminate or partially terminate the Plan. MISCELLANEOUS 28. IS THIS PLAN INSURED? No. The insurance coverage of the Pension Benefit Guaranty Corporation ("PBGC") only applies to certain types of pension plans and does not apply to defined contribution plans (such as this Plan) in which each Participant has an individual account. -15- 18 29. WHAT ADDITIONAL INFORMATION RELATING TO NSI IS AVAILABLE UPON REQUEST? The following documents filed by NSI with the Securities and Exchange Commission are incorporated in and made a part of the prospectus by reference and are available without charge, upon written or oral request to the individual identified below: - NSI's latest Annual Report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"); - All reports filed by NSI pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the year covered by NSI's annual report on Form 10-K referred to above; - The description of common stock contained in NSI's Registration Statement filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description; and - All other documents subsequently filed by NSI and the Plan pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered by this prospectus have been sold or which deregisters all such securities that remain unsold. The consolidated financial statements of NSI incorporated into this prospectus have been audited by Arthur Andersen & Co., independent auditors, at the dates and as set forth in their report incorporated herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. Other documents which are required to be delivered to employees pursuant to Rule 428(b) under the Securities Act of 1933 are available without charge, upon written or oral request. Requests for additional documents should be directed to: National Service Industries, Inc., NSI Center, 1420 Peachtree Street, N.E., Atlanta, Georgia 30309, Attention: Allan Zeitlin, Vice President - Employee Benefits (telephone: 404-853-1231). -16- 19 BASIC PLAN DATA NAME OF PLAN: Lithonia Lighting 401(k) Plan for Hourly Employees PLAN NUMBER: 067 PLAN SPONSOR: National Service Industries, Inc. NSI Center 1420 Peachtree Street, N.E. Atlanta, Georgia 30309 (404) 853-1000 PLAN SPONSOR'S EMPLOYER 58-0364900 IDENTIFICATION NUMBER ("EIN") PARTICIPATING EMPLOYERS: National Service Industries, Inc. (Georgia) NSI Center 1420 Peachtree Street, N.E. Atlanta, Georgia 30309 (404) 853-1000 EIN: 58-2227507 NSI Enterprises, Inc. NSI Center 1420 Peachtree Street, N.E. Atlanta, Georgia 30309 (404) 853-1000 EIN: 77-0319365 PLAN ADMINISTRATOR National Service Industries, Inc. NSI Center 1420 Peachtree Street, N.E. Atlanta, Georgia 30309 (404) 853-1000
-17- 20 AGENT FOR SERVICE David Levy, Executive Vice President, OF LEGAL PROCESS: Administration and Counsel National Service Industries, Inc. NSI Center 1420 Peachtree Street, N.E. Atlanta, Georgia 30309 Legal notice may also be served upon the Trustee or Plan Administrator. TRUSTEE: Institutional Trust Company 400 Colony Square Suite 2200 1201 Peachtree Street, N.E. Atlanta, Georgia 30361 PLAN YEAR: January 1 through December 31.
-18- 21 GLOSSARY Certain terms are used repeatedly throughout this Summary and are defined here for your convenience. ACCOUNT - The account established and maintained in the Plan for you to record your Pre-Tax contributions and Rollover Contributions (if any). BENEFITS PHONE - The automated telephone system which may be utilized to obtain information on, and engage in, various transactions involving your Plan Account. CODE - The Internal Revenue Code of 1986, as amended. COMPENSATION - Your total pay, including the amount of any Pre-Tax Contributions made to the Plan or any other plan maintained by any NSI related entity. DISABLED - Your lasting inability, due to illness, accident, or other mental or physical incapacity to perform the customary duties of your job. Any determination as to whether a Participant is Disabled will be made by the Plan Administrator based on competent medical evidence. EMPLOYER - Collectively, National Service Industries, Inc., National Service Industries, Inc. (Georgia), and NSI Enterprises, Inc. ENTRY DATE - The first day of each calendar month. ERISA - The Employee Retirement Income Security Act of 1974, as amended from time to time. INVESTMENT COMMITTEE - The committee appointed by NSI which has the authority to establish the Investment Funds under the Plan, select the investment advisors, and manage and maintain the investment activities of the Plan. INVESTMENT FUND - The investment options available under the Plan among which a Participant may direct the investment of his Account. LITHONIA LIGHTING - The Lithonia Lighting business operating unit of the Employer. NORMAL RETIREMENT DATE - The date a Participant attains age 65. NSI - National Service Industries, Inc. NSI COMMON STOCK - The common stock of National Service Industries, Inc., $1.00 par value. -19- 22 PARTICIPANT - An employee or former employee who has begun participating in the Plan and whose Plan Account has not yet been fully paid to him or her. PARTICIPATING BARGAINING UNIT - A collective bargaining unit which, pursuant to an agreement with the Employer, has elected to participate in the Plan. The Participating Bargaining Units are listed in an appendix to the Plan. PLAN - The Lithonia Lighting 401(k) Plan for Hourly Employees, as set forth herein and as amended from time to time. PLAN ADMINISTRATOR - NSI, which has the overall responsibility for the administration and management of the Plan. PLAN YEAR - The calendar year. PRE-TAX ACCOUNT - The account to which your Pre-Tax Contributions are credited. PRE-TAX CONTRIBUTIONS - The contributions you make to the Plan, on a pre-tax basis, via payroll deduction. ROLLOVER ACCOUNT - The account to which any Rollover Contributions are credited. ROLLOVER CONTRIBUTIONS - Any amounts transferred by or for you to your Plan Account from another employer's tax-qualified retirement plan. -20- 23 INVESTMENT FUNDS AND INVESTMENT PERFORMANCE This section provides additional information relating to the Investment Funds available under the Plan and an indication of the performance history of the Funds (or similarly managed investment vehicles). This material should be read in conjunction with the information in Questions 9 through 13 of this booklet. INVESTMENT FUNDS Stable Value Fund The Stable Value Fund is designed to preserve principal value while providing consistently high levels of current income and liquidity. Because interest rates paid in the market for short term investments change over time, the returns from the fund will also fluctuate. But, unlike stocks and bonds whose principal values go up and down, the Fund is designed to provide a stable principal value. The Stable Value Fund is managed by PRIMCO Capital Management, an affiliate of INVESCO. PRIMCO is one of the largest managers of stable value funds in the United States, with over $15 billion in assets under management. The Stable Value Fund will be a separately managed account for participants in various plans sponsored by NSI. The Fund invests in a diversified portfolio of investment contracts with insurance companies, banks, or other financial institutions. It may also invest in short-term securities such as commercial paper and certificates of deposit. Additionally, the Fund may invest in other fixed income securities such as bonds. An investment contract is an agreement with an insurance company, bank or other financial institution that promises a specific rate of return for a period of time. The quality of the promise is based on the financial health of the issuing entity. Some contracts are enhanced by high-quality marketable securities. Each investment is researched by the manager to ensure that it fits within the investment criteria. Every investment must have a minimum quality rating of AA-. As an additional quality control, the amount and the maturity of investment is determined by the quality rating. The lower the rating, the shorter the maturity of the investment and the smaller the amount of the portfolio that can be committed to the investment. Finally, the portfolio is structured in such a way that there is minimal risk of fluctuation of principal balances on a quarterly basis. The overall portfolio will have an average quality rating of AA+. The average maturity of the Fund is to remain under 3 years. -21- 24 The Stable Value Fund is operated as a "no-load" fund, meaning there are no fees to invest in, or transfer out of, the Fund. The Fund will pay PRIMCO an annual management fee not to exceed 0.15% of average net assets. The Balanced Fund The Balanced Fund is a balanced portfolio of stocks and high-quality fixed income securities (primarily bonds). The Balanced Fund is managed by INVESCO Capital Management ("INVESCO Capital"), an affiliate of INVESCO and an internationally recognized investment management firm managing over $260 billion around the world. The assets of the balanced fund are invested in a commingled fund. Only employee benefit trusts qualified under Section 401 of the Code are eligible to invest in this INVESCO Capital Fund. The investment objective of the Balanced Fund is to achieve a high total return on investment through capital appreciation and current income, while reducing risk through diversification. Funds having an investment objective of seeking a high total return may be limited in their ability to obtain their objective due to limitations on the types of securities in which they may invest. Therefore, no assurance can be given that the Fund will be able to achieve its investment objective. No more than 70% of the Fund's assets can be invested in either stocks or bonds. The portfolio manager employs a tactical asset allocation strategy to determine the appropriate mix between stocks and bonds based upon current market conditions. The manager will use measures of current market conditions to control risk by decreasing or increasing the equity exposure within the allowable ranges. The Fund will have a minimum exposure to stocks and bonds of 30% each. The remaining 40% is adjusted between stocks and bonds based on current market conditions versus historical norms. The principal measure used to make this decision is the yield relationship between INVESCO Capital's stock universe and the 20-year Treasury bond. When the current relationship is in line with the historical norms, the portfolio's asset allocation is 60% in stocks and 40% in bonds. As the yield spread widens, stocks are emphasized; as it narrows, bonds are emphasized. The stock portion of the portfolio focuses on the top 800 stocks on the New York Stock Exchange that have at least ten years of financial history. These stocks are subject to computer analysis to identify the top 250 companies that most effectively utilize their capital. This analysis is based on a proprietary model developed by INVESCO Capital. Once the top 250 companies are identified, they are subjected to fundamental analysis by the portfolio managers. In this analysis, the manager seeks to identify those firms that are attractively priced, and those that appear likely to continue to perform in line with their historical financial patterns. This list is reduced to 100 stocks that the manager can use to build the stock portion of the portfolio. The manager typically holds between 40-50 stocks in the account. -22- 25 The fixed income portion of the portfolio can invest in investment-grade bonds. The account is typically invested in intermediate (3-5 year average maturity) U.S. Government bonds. This fund may at times hold some investment-grade corporate bonds when the current yield on corporate bonds is sufficiently above U.S. Government securities to merit the additional risks. As with the asset allocation and equity decision, all fixed income decisions are based on current market conditions. No forecasting of interest rates is utilized. The Balanced Fund is operated as a "no-load" fund, meaning there are no fees to invest in, or transfer out of, the Fund. The Fund will pay INVESCO Capital an annual management fee of 0.60% of the first $25 million of the Fund's average net assets and 0.25% on the Fund's average net assets above $25 million. The Balanced Fund is described in a prospectus provided by the offeror of such fund, and you may obtain a copy upon request. Diversified Equity Fund The investment objective of the Diversified Equity Fund is to achieve above average total return, consisting of capital appreciation and income. Amounts directed to the Diversified Equity Fund will be invested by the Plan in the John Hancock Independence Diversified Core Equity Fund ("John Hancock Fund"), an investment fund for institutional investors such as the Plan. The investment manager for the John Hancock Fund is Independence Investment Associates, Inc., an affiliate of John Hancock Life Insurance Company. The Fund will diversify its investments to create a portfolio with a risk profile and characteristics similar to the Standard & Poor's 500 Stock Index. Consequently, the Fund will invest in a number of industry groups without concentration in any particular industry. The Fund's investments will be subject to the market fluctuation and risks inherent in all securities. There can be no assurance that the Fund will achieve its objective. Under normal conditions, the Fund invests approximately 90% of its total assets in common stocks. On average, the Fund's investment in common stocks will exceed 90% of its total assets. The Fund will focus on securities of companies which the Fund's management believes offer outstanding capital growth and/or income potential over both the intermediate and long term. The Fund's management considers stocks which combine value and improving fundamentals to be attractive investments for the Fund. In determining what constitutes "value," the Fund's management seeks stocks with the following attributes: high growth relative to price/earnings ratio, rising dividend stream, and high asset value. To determine whether a company's stock exhibits improving fundamentals, the Fund's management looks for accelerating earnings growth, positive earnings surprises when compared to the market's expectations and favorable cyclical timing. The Fund may invest in the securities of foreign issuers in the form of American Depository Receipts (ADRs). ADRs (sponsored and unsponsored) are receipts, typically issued by U.S. banks, which evidence ownership of underlying securities issued by a foreign -23- 26 corporation. An investment in foreign securities including ADRs may be affected by changes in currency rates and in exchange control regulations. The Fund may also invest in fixed-income securities. All fixed income securities purchased by the Fund, however, must be rated A or better by Moody's Investors Service, Inc. or Standard and Poor's Corporation or, if unrated, determined to be of comparable quality by the Fund's Adviser. The Fund is operated as a "no-load" fund, meaning there are no fees to invest in, or transfer out of, the Fund. The Fund pays a monthly fee to the Adviser for managing the Fund's investment and business affairs, which is equal on an annual basis to 0.50% of the Fund's average daily net assets. The Fund pays fees to its independent Trustees, the expenses of the continuing registration and qualification of its shares for sale, the charges of custodians and transfer agents, and auditing and legal expenses. The Adviser may, from time to time, agree that all or a portion of its fee will not be imposed for specific periods or make other arrangements to limit the Fund's expenses to not more than a specified percentage of average net assets. The Adviser retains the right to impose such fees and recover any other payments to the extent annual expenses fall below the limit at the end of the fiscal year. Currently, the Adviser has voluntarily agreed to limit the Fund's total annual expenses until further notice to 0.70% of the Fund's average net assets. The Fund has adopted a distribution plan under Rule 12b-1 under the Investment Company Act of 1940, but payment of fees under the plan has been suspended until further notice is given to shareholders. The Fund does not intend to activate the distribution plan payments in the immediate future. The John Hancock Fund is described in a prospectus provided by the offeror of such fund and you may obtain a copy upon request. NSI Stock Fund This Fund will invest primarily in NSI Common Stock. Because the Fund will only hold one stock, it lacks diversification and may be subject to higher risks and greater fluctuation than a diversified portfolio. You may not direct that more than 50% of your Account be invested in this Fund. Shares of NSI Common Stock will be purchased in the open market in privately negotiated transactions, or from NSI at prices not in excess of the fair market value of the NSI Common Stock on the date of purchase. All dividends received will be reinvested in the Fund. Sales of shares will also be made in the open market, in privately negotiated transactions or, under certain circumstances, to NSI. The Trustee, or the agent designated to acquire or sell shares, may limit the daily volume of purchases and sales to the extent it believes it will be in the interest of the Fund to do so. With respect to these purchases and sales, the cost charged or proceeds credited to each affected Participant's Account shall be the average cost for all shares purchased or sold -24- 27 under the Plan during a period elected by the Plan Administrator or its designee. Brokerage commissions, transfer taxes and other expenses, if any, shall be included in the cost or subtracted from the gross proceeds of purchases or sales of NSI Common Stock. There are no separate fees to invest in, or transfer out of, this Fund and this Fund has no separate management fee. Any NSI Common Stock received by the Trustee as a stock split or dividend, or as a result of a reorganization or other recapitalization of NSI, shall be allocated to each Participant's Account in the same manner as the NSI Common Stock to which it is attributable has been allocated. Any rights to subscribe to additional shares of NSI Common Stock shall be sold by the Trustee, and the proceeds from the sale of any such rights shall be used to purchase additional shares of NSI Common Stock, which additional shares shall be allocated to each Participant's Account in the same manner as the NSI Common Stock has been allocated. With regard to shares of NSI Common Stock distributed to Participants, persons who are not "affiliates" of NSI may freely resell such stock. Resales of NSI Common Stock by persons who may be considered "affiliates" of NSI, which may include executive officers, directors and 10% shareholders, may be made only in compliance with all of the provisions of Rule 144, promulgated under the Securities Act of 1933, other than the one-year holding period requirement, or pursuant to a registration statement for the sale of such shares. In general, with respect to shares acquired by affiliates pursuant to the Plan, under Rule 144 an affiliate (and persons whose shares are aggregated with such affiliate) is entitled to sell within any three-month period a number of shares (including shares received other than pursuant to the Plan) that does not exceed the greater of one percent of the then outstanding shares of NSI's Common Stock or the average weekly trading volume of such stock on the New York Stock Exchange during the four calendar weeks preceding the sale. International Fund The investment objective of the International Fund is to achieve long-term growth of capital. The International Fund is managed by Templeton Investment Counsel, Inc. The Fund seeks to achieve long-term capital growth through a flexible policy of investing in equity securities and debt obligations of companies and governments outside the U.S. The Fund will invest at least 65% of its total assets in foreign equity securities, and may also invest up to 35% of its total assets in debt securities when, in the judgment of the investment manager, the capital appreciation available through such investment outweighs the potential for capital growth through investment in stocks. In selecting securities for the Fund, the investment manager attempts to identify those companies in various countries and industries where economic and political factors, including currency movements, are likely to produce above-average opportunities for capital appreciation. The Fund may invest up to 5% of its assets and warrants (excluding warrants acquired in units or attached to securities), and up to 10% of its assets in illiquid securities. The Fund will not invest more than 5% of its total assets in any of the following: (i) debt securities rated lower than BBB by S&P or Baa by Moody's, (ii) structured investments, and (iii) securities of Russian issuers. The Fund may borrow up to one-third of the value of its total assets and may lend portfolio securities with an aggregate market -25- 28 value of up to one-third of its total assets. The Fund may purchase and sell put and call options on securities or indices, provided that (i) the value of the underlying securities on which options may be written at any one time will not exceed 25% of the Fund's total assets, and (ii) the Fund will not purchase put or call options if the aggregate premium paid for such options would exceed 5% of its total assets. The Fund may enter into forward foreign currency contracts and may purchase and write put and call options on foreign currencies. For hedging purposes only, the Fund may buy and sell financial futures contracts, stock index futures contracts, foreign currency futures contracts and options on any of these futures contracts, provided that (i) the Fund will not commit more than 5% of its total assets to initial margin deposits on future contracts and related options, and (ii) the value of the underlying securities on which futures contracts will be written at any one time will not exceed 25% of the total assets of the Fund. The Fund's investments are subject to market fluctuation and risks inherent in all securities. There can be no assurance that the Fund will achieve its objectives. The Fund is operated as a "no-load" mutual fund, meaning there are no fees to invest in, or transfer out of, the Fund. The Fund pays a fee to its investment manager for managing the Fund's investment and business affairs, as well as the operating expenses of the Fund. For the fiscal year ending December 31, 1997, the Fund paid management fees equal to .70% of average net assets; the total operating expenses including management fees equaled .84% of average net assets. The International Fund is described in a prospectus provided by the offeror of such fund, and you may obtain a copy upon request. Small Company Growth The investment objective of the Small Company Growth Fund is to achieve long-term capital growth. The Small Company Growth Fund is managed by INVESCO Funds Group, Inc., a wholly owned subsidiary of AMVESCAP PLC., an internationally recognized investment management firm managing over $260 billion around the world. The Fund will invest 65% or more of its assets in equity securities of companies with market capitalizations of one billion dollars or less at the time of purchase ("Small Cap Companies"). The balance of the Fund's assets may be invested in the equity securities of companies with market capitalizations in excess of one billion dollars, debt securities and short-term investments. The Fund's investments in debt securities include U.S. government and corporate debt securities. The short term investments of the Fund (used to meet current cash requirements, such as to satisfy requests to redeem shares from the Fund) may consist of U.S. government and agency securities, domestic banks' certificates of deposit and bankers' acceptances and commercial paper. When investing in Small Cap Companies, the Fund primarily looks for companies in the developing stages of their life cycle, which are undervalued in the marketplace, have earning which may be expected to grow faster than the U.S. economy in general, and/or offer -26- 29 the potential for accelerated earnings growth due to rapid growth of sales, new products, management changes or structural changes in the economy. The Fund is actively traded. Because the Fund's strategy highlights many short-term factors - - current information about a company, investor interest, price movements of the company's securities and general market and monetary conditions - securities may be bought and sold relatively frequently, the Fund's portfolio turnover may be higher than many other mutual Funds, sometimes exceeding 200%. The Fund's investments are subject to market fluctuation and risks inherent in all securities. There is no assurance that the Fund's investment objective will be met. The Fund is operated as a "no-load" mutual fund, meaning there are no fees to invest in, or transfer out of, the Fund. The Fund will pay INVESCO a monthly management fee based upon a percentage of the Fund's average net assets determined daily. The management fee is computed at the annual rate of .75% on the first $350 million; .65% on the $350 million; and .55% on the Fund's average net assets over $700 million. The Fund's expenses, which are accrued daily, are deducted from total income before dividends are paid. Total expenses of the Fund (prior to any expense offset arrangements) for the fiscal year ended May 31, 1998, including investment advisory fees amounted to 1.48% of the Fund's net assets. If necessary, certain Fund expenses will be absorbed voluntarily by INVESCO in order to ensure that the Fund's total operating expenses (after expense offset arrangements) will not exceed 1.5% of the Fund's average net assets. The Small Company Growth Fund is described in a prospectus provided by the offeror of such fund, and you may obtain a copy upon request. S&P 500 Index The investment objective of the S&P 500 Index Fund is to parallel the performance of the Standard and Poor's 500 Composite Stock Price Index, which emphasizes stock of large U.S. companies. The S&P 500 Index Fund is managed by Vanguard Group, a family of more than 30 investment companies with more than 95 distinct investment portfolios and total net assets of more than $360 billion. The Fund employs a passively managed investment or index approach. The Fund holds each stock found in the S&P 500 Index in roughly the same proportions as represented in the index itself. For example, if 5% of the S&P 500 Index were made up of the assets of a specific company, the Fund would invest the same percentage of its assets in that company. The Fund's investments will be subject to market fluctuation and risks inherent in all securities. The Fund is also subject to objective risk, which is the possibility that the returns from the S&P 500 Index will trail returns from the overall stock market. The Fund is operated as a "no-load" mutual fund, meaning that there are no fees to invest in, or transfer out of, the Fund. Expenses of the Fund relating to investment advisory fees as well as fees for administering the Fund, providing services, and other activities are deducted from the -27- 30 Fund's income. The Fund's operating expenses for the fiscal year ending December 31, 1997 was .19% of net assets. The S&P 500 Index Fund is described in a prospectus provided by the offeror of such fund, and you may obtain a copy upon request. Bond Index The investment objective of the Bond Index Fund is to match to total rate of return of the Lehman Brothers Aggregate Index during a calendar year. The Bond Index Fund is managed by State Street Global Investors. The Fund employs a passive bond indexing strategy. It seeks to match the returns of the Lehman Brothers Aggregate Index by investing in a well-diversified portfolio that is representative of the domestic investment grade bond market. The Fund will invest in U.S. Treasury, agency, corporate, mortgage-backed and asset-backed securities. Overall sector and quality ratings are also matched to the index, with individual securities selection based upon criteria generated by the Fund's credit research group, security availability, and its impact on the portfolio's weightings. The Fund is operated as an institutional commingled fund. Expenses of the Fund relating to investment advisory fees as well as fees for administering the Fund, providing services and other activities are deducted from the Fund's income. The Fund's operating expenses for the year ending December 31, 1997 were .20% of net assets. INVESTMENT PERFORMANCE The following table reflects historical percentage gain (loss) if investments had been made during such period in the Investment Funds (or in a similarly managed fund or investment). The performance data represents past performance and the results may not be indicative of future performance. The footnotes to the table should be read in conjunction with the performance figures presented for each Fund.
INVESTMENT GAIN (LOSS) PERCENTAGE - ----------------------------------------------------------------------------------------------------------------------- SMALL S&P STABLE DIVERSIFIED NSI COMPANY 500 BOND VALUE BALANCED EQUITY STOCK INTERNATIONAL GROWTH INDEX INDEX - ----------------------------------------------------------------------------------------------------------------------- Year - ----------------------------------------------------------------------------------------------------------------------- 1998 6.41% 13.57% 30.16% -21.13% 10.16% 14.90% 28.79% 8.84% - ----------------------------------------------------------------------------------------------------------------------- 1997 6.80% 25.50% 29.40% 36.30% 11.43% -7.08% 33.20% 12.07% - ----------------------------------------------------------------------------------------------------------------------- 1996 6.90% 14.50% 19.90% 17.50% 21.58% 55.78% 23.10% NA - ----------------------------------------------------------------------------------------------------------------------- 1995 7.18% 29.85% 36.57% 31.29% 13.00% 4.98% 37.50% NA - ----------------------------------------------------------------------------------------------------------------------- 1994 7.80% 3.40% -1.40% 4.30% 0.24% 15.34% 1.30% NA - ----------------------------------------------------------------------------------------------------------------------- 1993 5.80% 13.9% 16.80% 3.20% 34.03% 30.95% 10.00% NA - ----------------------------------------------------------------------------------------------------------------------- ANNUAL COMPOUND RATES OF RETURN ENDING DECEMBER 31, 1997 - ----------------------------------------------------------------------------------------------------------------------- 3 Year 6.62% 17.69% 26.49% 7.67% 14.28% 14.91% 28.33% NA - ----------------------------------------------------------------------------------------------------------------------- 5 Year 6.95% 16.87% 22.02% N/A 11.07% 13.69% 24.13% NA - -----------------------------------------------------------------------------------------------------------------------
-28- 31 Stable Value - Numbers for years 1993-1998 represent performance of the INVESCO Retirement Trust Stable Value Fund. Balanced - Numbers represent the composite performance of the INVESCO Retirement Trust Flex Fund and conform to standards set by the Association of Investment Management Research, a non-profit organization that maintains standards for professional investment advisers. Diversified Equity - Numbers represent the composite performance of Independence Investment Associates for all core diversified equity assets under management and conform to standards set by the Association of Investment Management Research, a non-profit organization that maintains standards for professional investment advisers. NSI Stock - Numbers represent the change in value, including dividends, of a share of NSI stock for the appropriate years. International - Numbers represent the total return of the Fund, including the reinvestment of dividends and capital gains. Small Company Growth - Numbers represent the total return of the Fund, including the reinvestment of dividends and capital gains. S&P 500 Index - Numbers represent the total return of the Fund, including the reinvestment of dividends and capital gains. Bond Index - Inception date of the Bond Index Fund was January 1, 1997. Further information regarding performance, portfolio composition, etc. is available upon request. All material is compiled from sources believed to be reliable, but accuracy cannot be guaranteed. -29- EX-23 3 CONSENT OF ARTHUR ANDERSEN LP 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated October 9, 1998, included in the Annual Report on Form 10-K of National Service Industries, Inc. for the fiscal year ended August 31, 1998 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP Atlanta, Georgia February 25, 1999 EX-24 4 POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to executive and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ John L. Clendenin --------------------------- John L. Clendenin Dated: January 6, 1999 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Thomas C. Gallagher ----------------------- Thomas C. Gallagher Dated: January 6, 1999 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Robert M. Holder, Jr. ----------------------------------------- Robert M. Holder, Jr. Dated: January 6, 1999 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Charles W. McCall -------------------------- Charles W. McCall Dated: January 6, 1999 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ John G. Medlin, Jr. -------------------------- John G. Medlin, Jr. Dated: January 6, 1999 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Sam Nunn ----------------- Sam Nunn Dated: January 6, 1999 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Herman J. Russell --------------------- Herman J. Russell Dated: January 6, 1999 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, her true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for her in her name, place, and stead in her capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Betty L. Siegel ------------------------------------ Betty L. Siegel Dated: January 6, 1999 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of National Service Industries, Inc., to execute and file a Registration Statement on Form S-8 for the $1.00 par value National Service Industries, Inc. Common Stock and plan interests to be offered in connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all amendments thereto, with any exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Barrie A. Wigmore ------------------------------------ Barrie A. Wigmore Dated: January 6, 1999 -----END PRIVACY-ENHANCED MESSAGE-----