ITEM 1. BUSINESS.
Unitog Company, the registrant, together with its subsidiaries is referred to herein as the "Company". The Company was first incorporated in Missouri in 1948 and was reincorporated under the laws of Delaware in 1969. The Company's executive offices are located at 101 West 11th Street, Kansas City, Missouri 64105, and its telephone number is (816) 474-7000.
A. GENERAL DEVELOPMENT OF BUSINESS.
On November 10, 1995, the Company purchased all of the issued and outstanding stock of Ace-Tex Corporation, a Michigan corporation ("Ace-Tex"). Ace-Tex is engaged in the rental, supply, service and sale of industrial uniforms and garments, linens, dust control products and related products and services in certain portions of Michigan, Ohio, Indiana and Maryland (the "Uniform Rental Business"). Ace-Tex was also engaged in the manufacture and sale of wiping and polishing cloths, tack cloths, disposable paper products and rags (the "Wiper Business"). In conjunction with the purchase of the stock of Ace-Tex, the Wiper Business and the assets of Ace-Tex used in the Wiper Business were sold to the former principals of Ace-Tex. As a result, from and after the completion of the purchase, Ace-Tex will only be engaged in the Uniform Rental Business.
In addition to the Ace-Tex acquisition, the Company completed acquisitions in northern Iowa, Los Angeles, California, Dallas, Texas and Columbus, Ohio during fiscal 1996. In March 1996, the Company purchased two rental operations, one in Michigan and the other in Philadelphia. In the past 14 months, the Company has acquired approximately $58 million in annual rental revenues.
B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 28, 1996, page 26.
C. NARRATIVE DESCRIPTION OF BUSINESS.
GENERAL
The Company is a leading provider of high quality uniform rental services to a variety of industries and sells custom-designed uniforms primarily to national companies in connection with their corporate image programs. The Company manufactures substantially all the uniforms it rents or sells. The Company provides national uniform programs for many of the largest companies in the United States on both a rental and direct sale
basis. In addition, the Company believes it is one of the largest suppliers of uniforms to employees of the United States Postal Service. Rental operations accounted for 73.8%, 70.6% and 70.3% of the Company's total revenues in fiscal 1996, 1995 and 1994, respectively. Uniform Direct sales accounted for the remaining revenues.
RENTAL OPERATIONS
The Company rents uniforms and other industrial items, such as dust mops, wiping towels and entrance mats, and, to a lesser extent, linen items, such as sheets, pillowcases, tablecloths and napkins, to customers who prefer a rental laundry service instead of purchasing and maintaining such items themselves.
Uniform Rentals. The Company's rental services are designed to address customers' requirements for managing employee uniform programs. The services provided by Unitog include assistance in selecting fabrics, styles and colors appropriate for a customer's needs; maintaining necessary inventory to match the customer's changing employment levels; replacing worn items and providing pick-up, cleaning, maintenance and delivery services on a regularly scheduled basis.
The Company provides rental services in 52 markets to customers in 33 states. Rental services are provided through industrial laundry facilities at which the cleaning and processing of garments is performed. In addition, the Company operates sales and service branches which serve as sales offices and warehouse and distribution sites, allowing the Company to provide rental services to customers in geographic areas adjacent to the immediate area of an industrial laundry facility.
Generally, the Company's uniform rental service contracts cover a multi- year term and provide compensation to Unitog in the event a customer terminates the contract before the end of the term. In addition, if a rental item is lost, stolen or destroyed, Unitog receives a specified replacement value.
Linen Rentals. The Company rents linens, such as sheets, pillowcases, tablecloths and napkins, primarily to customers in the hotel and food service industries. Unitog has historically retained linen volume if the linen volume does not adversely impact the operating efficiency of the rental plant. In those instances where operating efficiency was affected, the Company has sold linen volume.
DIRECT SALES
The Company has over 60 years of experience in supplying custom-designed uniforms to national customers in connection with corporate image programs. A majority of the Company's direct sales
are to companies in diverse industries, including automotive services, petroleum, brewing, soft drink bottling and transportation industries. The Company believes that it has remained a leader in uniform sales by consistently offering superior program management, prompt order fulfillment and high quality uniforms in a variety of styles, colors and fabrics.
Unitog provides a total uniform management program to its customers. The Company assists its customers in designing attractive, readily recognizable uniforms to complement the customer's overall corporate identity. The Company's product line consists of shirts, trousers, jackets, coveralls, rainwear, selected women's apparel and related accessories. In many cases, a national customer selects a particular style of uniform and designates approved suppliers to sell the uniforms to the customer's independent distributors, franchisees or employees throughout the customer's distribution system. Unitog specializes in assisting these national customers by promoting the benefits of approved uniform programs through the use of professionally designed brochures, promotional programs and direct sales contacts.
The Company has sold uniforms to employees of the United States Postal Service under the Brookfield label for over 25 years. The Postal Service provides an annual allotment ranging from $50 to $341 to each postal employee for uniform purchases. The individual employee is then free to select uniforms from any supplier approved by the Postal Service. Payment is made by the Postal Service directly to the Company to the extent of the employee's allotment and any excess is paid directly by the employee.
SALES AND MARKETING
The Company considers its target market to be national and regional customers seeking improved image and employee recognition as well as higher levels of product quality and customer service.
The selling efforts of the Rental and Direct sales forces are combined under common regional sales managers, creating a company-wide marketing approach to maximize cross-selling opportunities by identifying customers' needs, whether rental or direct sale. Unitog believes the combined selling effort has resulted in a more professional sales team, upgraded sales training and improved salesperson productivity.
Uniform programs on the national level are handled by the national account marketing department, whose members call directly on existing and prospective rental and direct sale national accounts. The Company's Rental sales force is comprised of salespersons based at the rental locations who call on customers within the geographic service area of the rental location. In addition to the Rental sales force, the Company's route salespersons have responsibility for increasing sales to customers
on their routes. The Company maintains a Direct sales force that covers the continental United States, with each member being assigned a specific sales territory. Sales of Postal Service uniforms are made through direct sales calls on postal employees by commissioned representatives.
MANUFACTURING AND DISTRIBUTION
The Company manufactures garments and emblems for both the Rental and Direct sales operations at four plants located in Missouri, one plant located in Alabama, one plant located in Arkansas and one plant located in Honduras. The Company performs manufacturing operations, consisting mainly of cutting, sewing and finishing garments, for substantially all its product line. From time to time Unitog contracts with independent garment manufacturers for a portion of its requirements. Certain uniform accessories sold or rented by the Company, such as shoes, ties and belts, are purchased from other manufacturers.
The Company maintains distribution centers in Stevenson, Alabama, Ontario, California and Kansas City and Warrensburg, Missouri where its uniforms are stored pending shipment to customers.
SOURCES OF RAW MATERIALS
Substantially all of the fabrics used by Unitog in its manufacturing process are acquired from textile mills located in the United States. Alternative sources of these materials are generally available.
SEASONALITY
Rental operations are not generally subject to seasonality. Subject to the effects of the introduction of new programs with national accounts, Direct sales have historically been higher in the third and fourth quarters due to the sale of fall and winter garments. As a result, operating income can be higher in such quarters.
CUSTOMERS
No material part of the business of the Company is dependent upon a single customer or a small number of customers.
COMPETITION
The business in which Unitog is engaged is highly competitive, and the Company competes in both the sale and rental of uniforms with a large number of other firms. The Company believes that the primary competitive factors that affect its operations are design, quality, service and price. The Company believes it maintains
prices comparable to those of its major competitors and endeavors to offer prompt and high quality service to its customers and superior products as the principal methods of distinguishing itself from its competition. Unitog's Rental operation competes with a number of national, regional and local companies in the geographic areas it serves. The Company's Direct sales operation also competes on a national basis with other suppliers and uniform manufacturers. Some of these competitors are larger and have greater financial resources than the Company.
ENVIRONMENTAL MATTERS
The Company is subject to federal, state and local laws governing the use and disposal of various wastes, including wastewater from its washing processes. The Company has a continuing program to upgrade wastewater treatment processes, where necessary, to avoid improper disposal. Although the Company is subject to administrative and judicial proceedings from time to time involving environmental matters, the Company does not believe that costs incurred in connection with environmental compliance will have a material adverse effect on the consolidated financial statements of the Company.
The Company is subject to various federal, state and local laws which require the investigation and, in some cases, remediation of environmental contamination. Environmental contamination has been detected at the Company's Tempe, Arizona, Minneapolis, Minnesota and Whittier, California rental plants. The Tempe and Whittier plants are located in federal superfund sites several square miles in size. The Company, along with certain unaffiliated parties, has been designated by the U.S. EPA as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act with respect to the Tempe site. The Company entered into a consent order with EPA requiring a soil and groundwater investigation at the Tempe site. The cost of the investigation was borne by two other parties pursuant to a settlement agreement with the Company. Test results at the Tempe site indicate that volatile organic compound contamination is present in the soil, necessitating soil remediation. Groundwater tests have not detected on-site contamination, although additional periodic groundwater testing is expected. Test results at the Minneapolis and Whittier plants indicate that volatile organic compound contamination is present in the soil and groundwater at those plants. The Company believes that it will be required to remediate the soil and groundwater at the Minneapolis plant and has begun soil remediation at Whittier. Additional testing is being conducted to determine if groundwater remediation will be required at Whittier. The Company's estimate of the expense related to all three of these sites has been accrued and charged to operating expense. Based on information currently available, the Company does not believe that additional costs of investigation and remediation at these sites are individually or in the aggregate
material to the consolidated financial statements of the Company.
EXECUTIVE OFFICERS OF THE COMPANY
Certain information about the executive officers of the Company is set forth below.
PRINCIPAL OCCUPATION FOR NAME AGE LAST FIVE YEARS --- -----------------------------------------
Randolph K. Rolf 54 Mr. Rolf has served as Chairman of the Board since May 1991 and as a Director of the Company since 1986. He has served as its President and Chief Executive Officer since May 1988.
John W. Hall 65 Mr. Hall has served as the Company's Senior Vice President - Human Resources and Industrial Relations since 1984.
J. Craig Peterson 43 Mr. Peterson has served as the Company's Senior Vice President - Finance and Administration and Chief Financial Offi- cer since July 1991. Prior to that time he was a partner at KPMG Peat Marwick.
Terence C. Shoreman 41 Mr. Shoreman has served as the Company's Vice President and Chief Operating Officer since January 1996. From May 1993 to January 1996 he was Senior Vice President - Rental Operations. From December 1989 to May 1993 he was a Vice President of the Company's rental subsidiary.
Gary R. Russell 44 Mr. Russell has served as the Company's Senior Vice President - Rental Operations since January 1996. From October 1988 to January 1996 he was a Vice President of the Company's rental subsidiary.
G. Jay Arrowsmith 48 Mr. Arrowsmith has served as the Company's Vice President - Manufacturing and Distribution since August 1995. From August 1994 to August 1995, he was Vice President - Manufacturing. From March 1994 to August 1994 he was a Vice President - Manufacturing for Fruit of the Loom. Prior to that time he was Sewing Operations Manager for Jostens Sportswear.
EMPLOYEES
The Company had approximately 4,105 full-time employees as of January 28, 1996.
ITEM 2.
ITEM 2. PROPERTIES.
The Company's rental processing plants have the necessary equipment to clean and process uniforms and non-uniform items and also contain administrative, sales and service personnel for the market serviced by the plant. The Company owns substantially all of the machinery and equipment used in its operations and owns and leases a fleet of vehicles.
The Company believes its facilities are generally of adequate size and productive capacity to meet its current needs. The following chart provides information concerning the Company's principal facilities.
Location Type of Facility -------- ----------------
Houston, Texas*........................ Processing Plant La Ceiba, Honduras*.................... Manufacturing Facility ___________________________ * Leased for various terms expiring from fiscal 1997 to fiscal 2005. The Company expects that it will be able to renew or replace its leases on satisfactory terms. Except as otherwise noted, all other properties are owned. (1) Includes an option to purchase upon payment of a nominal amount.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party to litigation incidental to its business, primarily involving claims for personal injury, employment claims and environmental matters as described in Item 1 above. Based on information currently available, the Company does not believe its costs with respect to pending legal matters will have a material adverse effect on the consolidated financial statements of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Information incorporated herein by reference from the information provided under the caption "Common Stock Information" and "Price Range" in the Company's Annual Report to Stockholders for the fiscal year ended January 28, 1996, page 29.
Dividends on the outstanding common stock totaled $.10 and $.08 per share in fiscal 1996 and 1995, respectively, and are paid semi-annually. The Company's principal credit agreements contain certain restrictions on dividends. At January 28, 1996, the Company had $21.5 million in unrestricted stockholders' equity available to pay future dividends.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 28, 1996, page 28.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 28, 1996, pages 8 - 11.
Forward-Looking Statements --------------------------
Forward-looking statements appear in this annual report or are incorporated into this report by reference, including in the Description of Business and in Management's Discussion and Analysis. These statements reflect Management's current expectations for economic and business growth, future revenues and profitability. Actual results may differ materially from those expectations. Factors that could cause results to differ materially include labor-related events, and particularly strikes, labor disputes or increased costs of labor; fluctuations in the cost of materials; and changes in the general economy, including unemployment levels.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 28, 1996, pages 14 - 27.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information incorporated herein by reference from the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders under the captions "Nominees for Three-Year Terms" and "Continuing Directors", pages 4 - 5, "Stock Ownership and Trading Reports", page 7, and from Item 1, "Executive Officers of the Company", in Part I hereof.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Information incorporated herein by reference from the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders under the captions "Compensation of Directors" and "Executive Compensation and Other Information", pages 6 - 12, except information under the captions "Board Compensation Committee
Report on Executive Compensation" and "Total Market Return" are not incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information incorporated herein by reference from the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders under the caption "Stock Ownership of Certain Beneficial Owners and Management", pages 2 and 3.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of the report:
1. Financial Statements (incorporated by reference from pages 14 - 27 of the Company's Annual Report to Stockholders for the fiscal year ended January 28, 1996).
- - Independent Auditors' Report. - - Consolidated Balance Sheets--January 28, 1996 and January 29, 1995. - - Consolidated Statements of Earnings--Years ended January 28, 1996, January 29, 1995 and January 30, 1994. - - Consolidated Statements of Stockholders' Equity--Years ended January 28, 1996, January 29, 1995 and January 30, 1994. - - Consolidated Statements of Cash Flows--Years ended January 28, 1996, January 29, 1995 and January 30, 1994. - - Notes to Consolidated Financial Statements.
2. Exhibits.
2 Stock Purchase Agreement, dated October 19, 1995, among Unitog Rental Services, Inc., Ace-Tex Corporation and the shareholders of Ace-Tex Corporation (incorporated by reference to Exhibit 2 to Current Report on Form 8-K, filed on November 22, 1995).
3(a) Second Restated Certificate of Incorporation and amendment thereto (incorporated by reference to Exhibit 3(i) of Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1995).
3(b) Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii) to Quarterly Report on Form 10-Q for the quarterly period ended July 30, 1995).
4(a) Specimen common stock certificate (incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 (SEC No. 33- 59628)).
4(b) Reference is made to the Fourth Article of the Second Restated Certificate of Incorporation (Exhibit 3(a) hereto), and Sections 9, 47, 48, 49 and 50 of the Fourth Amended and Restated Bylaws (Exhibit 3(b) hereto).
4(c) Loan and Letter of Credit Reimbursement Agreement, dated September 10, 1993, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A., (incorporated by reference to Exhibit 4(c) of Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(d) Amendment No. 1 to Loan and Letter of Credit Reimbursement Agreement, dated December 29, 1994, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A. (incorporated by reference to Exhibit 4(c) of Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(e) Amendment No. 2 to Loan and Letter of Credit Reimbursement Agreement, dated November 9, 1995, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A. (incorporated by reference to Exhibit 4(c) of Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(f) Amendment No. 3 to Loan and Letter of Credit Reimbursement Agreement, dated February 1, 1996, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A.
4(g) Note Agreement, dated as of December 1, 1993, among Unitog Company, Unitog Rental Services, Inc. and Metropolitan Life Insurance Company and First Amendment thereto, dated as of October 15, 1995 (incorporated by reference to Exhibit 4(a) to Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(h) Note Agreement, dated as of October 15, 1995, among Unitog Company, Unitog Rental Services, Inc. and Metropolitan Life Insurance Company (incorporated by reference to Exhibit 4(b) to Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
10(a)* Employment Agreement, dated July 1, 1991, between the registrant and J. Craig Peterson (incorporated by reference to Exhibit 10(c) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(b)* Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(c)* Amendment No. 1 to Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for fiscal year ended January 30, 1994).
10(d)* Description of Management Incentive Plan (incorporated by reference to Exhibit 10(e) to registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1994).
10(e)* Unitog Company Outside Director Fee/Stock Program (incorporated by reference to Exhibit B to registrant's definitive proxy statement for its 1995 Annual Meeting of Stockholders).
13 Information incorporated by reference from the Annual Report to Stockholders for the fiscal year ended January 28, 1996.
21 Subsidiaries of the registrant.
23 Consent of independent public accountant.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit by Item 601 of Regulation S-K.
(b) Reports on Form 8-K. On November 22, 1995, the Company filed a Form 8-K with the Securities and Exchange Commission with respect to the acquisition by the Company of the stock of Ace-Tex Corporation on November 10, 1995. The Form 8-K was amended under cover of Form 8-K/A, filed on January 12, 1996. The items reported on the Form 8-K and the Form 8-K/A were Item 2, Acquisition or Disposition of Assets, and Item 7, Financial Statements and Exhibits. The following financial statements and financial information were filed in the Form 8-K/A:
(i) Ace-Tex Corporation Consolidated Financial Statements.
Condensed Consolidated Balance Sheets, September 30, 1995 and 1994 (unaudited).
Condensed Consolidated Statements of Income and Retained Earnings, six months ended September 30, 1995 and 1994 (unaudited).
Condensed Consolidated Statements of Cash Flows, six months ended September 30, 1995 and 1994 (unaudited).
Consolidated Balance Sheets, March 31, 1995 and 1994.
Consolidated Statements of Income and Retained Earnings years ended March 31, 1995 and 1994.
Consolidated Statements of Cash Flows, years ended March 31, 1995 and 1994.
Notes to Consolidated Financial Statements.
Independent Auditor's Report.
Consent of independent public accountant.
(ii) Pro Forma Financial Information.
Pro Forma Financial Information - General.
Pro Forma Balance Sheet, October 29, 1995 (unaudited).
Pro Forma Statement of Earnings, nine months ended October 29, 1995 (unaudited).
Pro Forma Statement of Earnings, year ended January 29, 1995 (unaudited).
Notes to Unaudited Pro Forma Financial Statements.
UNITOG COMPANY AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
INDEX
Page Reference Annual Report to Stockholders ------------
Independent Auditors' Report 14
Financial Statements:
Consolidated Balance Sheets--January 28, 1996 and January 29, 1995 15
Consolidated Statements of Earnings-- Years Ended January 28, 1996, January 29, 1995 and January 30, 1994 16
Consolidated Statements of Stockholders' Equity--Years Ended January 28, 1996, January 29, 1995 and January 30, 1994 16
Consolidated Statements of Cash Flows-- Years Ended January 28, 1996, January 29, 1995 and January 30, 1994 17
Notes to Consolidated Financial Statements 18 - 27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNITOG COMPANY
By: /s/ Randolph K. Rolf -------------------------------- Randolph K. Rolf Chairman, President and Chief Executive Officer April 22, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ----
/s/ Randolph K. Rolf Chairman, President April 22, 1996 - ------------------------- and Chief Executive Randolph K. Rolf Officer
/s/ J. Craig Peterson Senior Vice President April 22, 1996 - -------------------------- Finance and Adminis- J. Craig Peterson tration and Chief Financial Officer
/s/ Ronald J. Harden Controller April 22, 1996 - -------------------------- Ronald J. Harden
SIGNATURE TITLE DATE - --------- ----- ----
/s/ G. Kenneth Baum Director April 22, 1996 - -------------------------- G. Kenneth Baum
/s/ John W. Caffry Director April 22, 1996 - ------------------ John W. Caffry
/s/ D. Patrick Curran Director April 22, 1996 - -------------------------- D. Patrick Curran
/s/ Robert F. Hagans Director April 22, 1996 - -------------------------- Robert F. Hagans
/s/ David B. Sharrock Director April 22, 1996 - --------------------- David B. Sharrock
/s/ William D. Thomas Director April 22, 1996 - -------------------------- William D. Thomas
INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ------ -------
2 Stock Purchase Agreement, dated October 19, 1995, among Unitog Rental Services, Inc., Ace-Tex Corporation and the shareholders of Ace-Tex Corporation (incorporated by reference to Exhibit 2 to Current Report on Form 8-K, filed on November 22, 1995).
3(a) Second Restated Certificate of Incorpora- tion and amendment thereto (incorporated by reference to Exhibit 3(i) of Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1995).
3(b) Fourth Amended and Restated Bylaws and amendment thereto (incorporated by refer- ence to Exhibit 3(ii) to Quarterly Report on Form 10-Q for the quarterly period ended July 30, 1995).
4(a) Specimen common stock certificate (incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 (SEC No. 33-59628)).
4(b) Reference is made to the Fourth Article of the Second Restated Certificate of Incorp- oration (Exhibit 3(a) hereto), and Sec- tions 9, 47, 48, 49 and 50 of the Third Amended and Restated Bylaws, as amended (Exhibit 3(b) hereto).
4(c) Loan and Letter of Credit Reimbursement Agree- ment, dated September 10, 1993, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A., including promissory notes issued thereunder (incorporated by reference to Exhibit 4(c) of Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(d) Amendment No. 1 to Loan and Letter of Credit Reimbursement Agreement, dated December 29, 1994, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A. (incorporated by reference to Exhibit
EXHIBIT NUMBER EXHIBIT - ------ -------
4(c) of Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(e) Amendment No. 2 to Loan and Letter of Credit Reimbursement Agreement, dated November 9, 1995, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A. (incorporated by reference to Exhibit 4(c) of Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(f) Amendment No. 3 to Loan and Letter of Credit Reimbursement Agreement, dated February 1, 1996, among Unitog Company, Unitog Rental Services, Inc., UMB Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A.
4(g) Note Agreement, dated as of December 1, 1993, among Unitog Company, Unitog Rental Services, Inc. and Metropolitan Life Insurance Company and First Amendment thereto, dated as of October 15, 1995 (incorporated by reference to Exhibit 4(a) to Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
4(h) Note Agreement, dated as of October 15, 1995, among Unitog Company, Unitog Rental Services, Inc. and Metropolitan Life Insurance Company (incorporated by reference to Exhibit 4(b) to Quarterly Report on Form 10-Q for the quarterly period ended October 29, 1995).
10(a)* Employment Agreement, dated July 1, 1991, between the registrant and J. Craig Peterson (incorporated by reference to Ex- hibit 10(c) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(b)* Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(c)* Amendment No. 1 to Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1994).
EXHIBIT NUMBER EXHIBIT - ------ -------
10(d)* Description of Management Incentive Plan (incorporated by reference to Exhibit 10(e) to registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1994).
10(e)* Unitog Company Outside Director Fee/Stock Program (incorporated by reference to Exhibit B to registrant's definitive proxy statement for its 1995 Annual Meeting of Stockholders).
13 Information incorporated by reference from the Annual Report to Stockholders for the fiscal year ended January 29, 1995.
21 Subsidiaries of the registrant (incorporated by reference to Exhibit 22 of the regis- trant's Annual Report on Form 10-K for the fiscal year ended January 28, 1990).
23 Consent of independent public accountant.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit by Item 601 of Regulation S-K.
(b) Reports on Form 8-K. On November 22, 1995, the Company filed a Form 8-K with the Securities and Exchange Commission with respect to the acquisition by the Company of the stock of Ace-Tex Corporation on November 10, 1995. The Form 8-K was amended under cover of Form 8-K/A, filed on January 12, 1996. The items reported on the Form 8-K and the Form 8-K/A were Item 2, Acquisition or Disposition of Assets, and Item 7, Financial Statements and Exhibits. The following financial statements and financial information were filed in the Form 8-K/A:
(i) Ace-Tex Corporation Consolidated Financial Statements.
Condensed Consolidated Balance Sheets, September 30, 1995 and 1994 (unaudited).
Condensed Consolidated Statements of Income and Retained Earnings, six months ended September 30, 1995 and 1994 (unaudited).
Condensed Consolidated Statements of Cash Flows, six months ended September 30, 1995 and 1994 (unaudited).
Consolidated Balance Sheets, March 31, 1995 and 1994.
Consolidated Statements of Income and Retained Earnings years ended March 31, 1995 and 1994.
Consolidated Statements of Cash Flows, years ended March 31, 1995 and 1994.
Notes to Consolidated Financial Statements.
Independent Auditor's Report.
Consent of independent public accountant.
(ii) Pro Forma Financial Information.
Pro Forma Financial Information - General.
Pro Forma Balance Sheet, October 29, 1995 (unaudited).
Pro Forma Statement of Earnings, nine months ended October 29, 1995 (unaudited).
Pro Forma Statement of Earnings, year ended January 29, 1995 (unaudited).
Notes to Unaudited Pro Forma Financial Statements.