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Page 1 of 95
Exhibit Index on Page 19
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the fiscal year ended August 31, 1994 Commission file number 1- 3208
NATIONAL SERVICE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 58-0364900
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1420 Peachtree Street, N. E., Atlanta, Georgia 30309-3002
(Address of Principal Executive Offices) (Zip Code)
(404) 853-1000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock ($1.00 Par Value) New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Based upon the closing price as quoted on the New York Stock Exchange October
31, 1994 the aggregate market value of the voting stock held by nonaffiliates of
the registrant was $1,317,369,635.25.
The number of shares outstanding of the registrant's common stock, $1.00 par
value, was 49,247,463 shares as of October 31, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-K Incorporated Document
Part I, Item 1 1994 Annual Report
Part II, Items 5, 6, 7, and 8 1994 Annual Report
Part III, Items 10, 11, 12, and 13 1994 Proxy Statement
Part IV, Item 14 1994 Annual Report
PART I Page 2
ITEM 1. BUSINESS
The registrant, incorporated in Delaware in 1928, provides a wide variety of
products and services through its operating divisions, as follows:
Divisions Principal Products or Services Marketing Area
Products and services for industrial,
commercial, institutional, and healthcare
customers
TEXTILE RENTAL
National Linen Service Rented napkins and table Principally the southern,
National Uniform Service linens, bed linens, towels, southwestern, central,
National Healthcare Linen Service uniforms, specialized and northeastern
National Dust Control Service garments, sterilized United States
National Direct Source products, restroom
products, mats and mops,
and complimentary direct
sale products.
CHEMICAL
Zep Manufacturing Company Chemical products, Throughout the United
Zep Manufacturing Company of Canada primarily for maintenance, States, Canada,
Zep Alcare sanitation, and water Puerto Rico, and
Zep Europe treatment, including soaps, western Europe.
Selig Chemical Industries detergents, waxes, and
National Chemical disinfectants.
ENVELOPE
Atlantic Envelope Company Business and specialty South and Southwest.
ATENCO Filing Systems envelopes and records
R. P. Gillotte Co. storage and filing systems.
Lyon Folder Company
Techno-Aide/Stumb Metal Products Company
Products for the construction industry
LIGHTING EQUIPMENT
Lithonia Lighting Fluorescent fixtures for Throughout the United
Lithonia Fluorescent commercial, industrial, States, Canada and
Lithonia Hi-Tek Lighting and institutional overseas.
Lithonia Downlighting applications; high-intensity
Major Reflector Products discharge fixtures for
RELOC Wiring Systems industrial and commercial
Lithonia Controls Systems use; outdoor lighting;
Lithonia Emergency Lighting downlighting; track lighting;
Lithonia Lighting Canada vandal-resistant fixtures;
emergency lighting; lighting
and dimming controls; and
manufactured wiring systems.
INSULATION SERVICE
North Bros. Co. Commercial, industrial, and Principally in the
South Insulation Company institutional insulation southeastern United
Western State Insulation Company products, accessories, and States.
Merit Insulation Company contracting services.
Precision Foam Fabricators
Mid-State Insulation Co.
Page 3
Divisions Principal Products or Services Marketing Area
Products and services for the consumer
LIGHTING EQUIPMENT
Home-Vue Lighting Fluorescent work lamps, recessed Throughout the United
Light Concepts and track lighting, and other States.
decorative fluorescent fixtures.
Competition
While each of the registrant's businesses is highly competitive, the competitive
conditions and the registrant's relative position and market share vary widely
from business to business. A limited number of the competitors of each division
are large diversified companies, but most of the competitors of the principal
divisions are smaller companies than the registrant. Such smaller companies
frequently specialize in one industry or one geographic area, which in many
instances increases the intensity of competition. Management believes that its
lighting equipment division is the largest manufacturer of lighting fixtures in
the world and its textile rental division is one of the largest such companies
in the United States.
Raw Materials
There were no significant shortages of materials or components during the years
ended August 31, 1994, 1993, and 1992. No one commodity or supplier provided a
significant portion of the company's material requirements.
Total Employment
The registrant employs approximately 22,000 people.
Financial Information about Industry Segments
The financial information required by this item is included on page 32 of the
company's annual report for the year ended August 31, 1994, under the caption
"Business Segment Information" and is incorporated herein by reference.
Page 4
ITEM 2. PROPERTIES
The general offices of the company are located in Atlanta, Georgia. Because of
the diverse nature of the operations and the large number of individual
locations, it is neither practical nor significant to describe all of the
operating facilities owned or leased by the company. The following listing
summarizes the significant facility categories by division:
Number of Facilities
Division Owned Leased Nature of Facilities
Lighting Equipment 9 3 Manufacturing plants
1 2 Distribution centers
- 30 Field warehouses
Textile Rental 71 19 Linen plants
17 42 Linen service centers
- 1 Distribution centers
Chemical 9 4 Manufacturing plants
22 48 Distribution centers
- 3 Sales offices
Insulation Service 2 - Fabrication plants
26 13 Warehouses
Envelope 6 4 Manufacturing plants
- 3 Warehouses
- 1 Sales office
Corporate Office 1 - Corporate headquarters
Page 5
ITEM 3. LEGAL PROCEEDINGS
The Registrant is neither a party to nor is its property subject to any material
pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is included on the inside back cover of
the company's annual report for the year ended August 31, 1994, under the
caption "Common Share Prices and Dividends per Share" and is incorporated herein
by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included on pages 36 and 37 of the
company's annual report for the year ended August 31, 1994, under the caption
"Ten-Year Financial Summary" and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is included on pages 34 and 35 of the
company's annual report for the year ended August 31, 1994, under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is included on pages 25 through 33 of the
company's annual report for the year ended August 31, 1994, under the captions
"Consolidated Balance Sheets," "Consolidated Statements of Income," Consolidated
Statements of Stockholders' Equity," "Consolidated Statements of Cash Flows,"
"Notes to Consolidated Financial Statements," and "Report of Independent Public
Accountants" and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Page 6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item, with respect to directors, is included on
pages 2 through 4 under the caption "Information Concerning Nominees" of the
company's proxy statement for the annual meeting of stockholders to be held
January 4, 1995, filed with the Commission pursuant to Regulation 14A, and is
incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive officers of the company are elected at the organizational meeting of
the Board of Directors in January.
Name and age of each executive officer Business experience of executive officers during the five
and positions held with the company years ended August 31, 1994 and term in office
D. Raymond Riddle, age 61 Mr. Riddle served as President and Chief Executive
Chairman and Chief Executive Officer, Officer from January, 1993 to September, 1994 when he
Director, and member of the Executive was elected Chairman and Chief Executive Office. He
Committee of the Board served from 1985 until 1993 as an Executive Vice
President of Wachovia Corporation and from 1987 until
1993 as President and Chief Executive Officer and as a
director of Wachovia Corporation of Georgia and its lead
bank, Wachovia Bank of Georgia, N.A.
Don W. Hubble, age 55 Mr. Hubble was elected President effective September,
President and Chief Operating Officer 1994 and was designated Chief Operating Officer in
and Director September, 1993. He served as a Group Vice President
from 1980 until 1988, when he was elected Executive
Vice President.
David Levy, age 57 Mr. Levy was elected Executive Vice President,
Executive Vice President, Administration Administration in October, 1992. He served as Vice
and Counsel and Director President, Secretary and Counsel from 1975 until he was
elected Senior Vice President in 1982.
J. Robert Hipps, age 54 Mr. Hipps was elected Senior Vice President, Finance in
Senior Vice President, Finance March, 1990 and also served as Treasurer until June,
1992. Previously, he served General Signal Corporation as
Vice President and Treasurer and, from 1987, as Vice
President and Controller.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included on pages 6 through 13 under
the captions "Compensation of Directors," "Other Information Concerning the
Board and its Committees," "Compensation Committee Interlocks and Insider
Participation," "Summary Compensation Table," "Option Grants in Last Fiscal
Year," "Aggregated Option Exercises and Fiscal Year-End Option Values," "Other
Agreements," and "Pension and Supplemental Retirement Benefits" of the company's
proxy statement for the annual meeting of stockholders to be held January 4,
1995, filed with the Commission pursuant to Regulation 14A, and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is included on page 5 under the caption
"Beneficial Ownership of the Corporation's Securities" of the company's proxy
statement for the annual meeting of stockholders to be held January 4, 1995,
filed with the Commission pursuant to Regulation 14A, and is incorporated herein
by reference.
Page 7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included on page 5 under the caption
"Certain Transactions" of the company's proxy statement for the annual meeting
of stockholders to be held January 4, 1995, filed with the Commission pursuant
to Regulation 14A, and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
Financial Statements
The company's 1994 Annual Report contains the consolidated balance sheets as
of August 31, 1994 and 1993, the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in the
period ended August 31, 1994, and the related report of Arthur Andersen LLP.
The financial statements, incorporated herein by reference, include the
following:
Consolidated Balance Sheets - August 31, 1994 and 1993
Consolidated Statements of Income for the years ended August 31,
1994, 1993, and 1992
Consolidated Statements of Stockholders' Equity for the years ended
August 31, 1994, 1993, and 1992
Consolidated Statements of Cash Flows for the years ended August 31,
1994, 1993, and 1992
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Report of Independent Public Accountants on Schedules
Schedule Number
II Amounts Receivable from Related Parties and Underwriters,
Promoters, and Employees Other than Related Parties
V Property, Plant, and Equipment
VI Accumulated Depreciation and Amortization of Property, Plant,
and Equipment
VIII Valuation and Qualifying Accounts
IX Short-Term Borrowings
X Supplementary Income Statement Information
Any of schedules I through XIV not listed above have been omitted because
they are not applicable or the required information is included in the
consolidated financial statements or notes thereto.
Page 8
ITEM 14. (Continued)
3. Exhibits filed with this report
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
3 Restated Certificate of Incorporation and By-Laws
4 Shareholder Rights Plan Adopted May 9, 1988
10(i) Section 168 Agreement and Election dated as of
April 9, 1982, between National Service
Industries, Inc. and Oglethorpe Power Corporation
10(iii)A Management Contracts and Compensatory Arrangements:
(a) Directors' Deferred Compensation Plan
(b) Executives' Deferred Compensation Plan and
Amendment
(c) Restated and Amended Supplemental Retirement
Plan for Executives of National Service
Industries, Inc. and Amendment
(d) The National Service Industries, Inc. Senior
Management Benefit Plan and Amendments
(e) Severance Protection Agreement between National
Service Industries, Inc. and David Levy
(f) Severance Protection Agreements between
National Service Industries, Inc. and
(i) D. Raymond Riddle
(ii) Don W. Hubble
(iii) J. Robert Hipps
(g) Bonus Letter Agreements between National
Service Industries, Inc. and
(i) D. Raymond Riddle
(ii) Don W. Hubble
(iii) David Levy
(iv) J. Robert Hipps
(h) Long-Term Incentive Program and Amendment
(i) Incentive Stock Option Agreements between
National Service Industries, Inc. and
(i) D. Raymond Riddle
(ii) Don W. Hubble
(iii) David Levy
(iv) J. Robert Hipps
(j) Nonqualified Stock Option Agreement for
Corporate Officers between National Service
Industries, Inc. and
(i) D. Raymond Riddle
(ii) Don W. Hubble
(iii) David Levy
(iv) J. Robert Hipps
Page 9
ITEM 14. (Continued)
3. Exhibits filed with this report (Continued)
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
(k) Nonqualified Stock Option Agreement for
Corporate Officers Effective Beginning
September 21, 1994 between National Service
Industries, Inc. and
(i) D. Raymond Riddle
(ii) Don W. Hubble
(iii) David Levy
(l) Benefits Protection Trust Agreement and
Amendment
(m) Executive Benefits Trust Agreement
(n) Consulting Agreement between National Service
Industries, Inc. and Erwin Zaban
(o) Consulting Agreement between National Service
Industries, Inc. and Sidney Kirschner
(p) 1992 Nonemployee Directors' Stock Option Plan
Effective September 16, 1992
(q) Nonemployee Directors' Stock Option Agreement
between National Service Industries, Inc. and
(i) John L. Clendenin
(ii) Jesse Hill, Jr.
(iii) Robert M. Holder, Jr.
(iv) F. Ross Johnson
(v) James C. Kennedy
(vi) Donald R. Keough
(vii) Bryan D. Langton
(viii)Bernard Marcus
(ix) John G. Medlin, Jr.
(x) Dr. Betty L. Siegel
(xi) Erwin Zaban
(r) Summary of Incentive Bonus Program for
Executive Officers of National Service
Industries, Inc. ("NSI") for the Fiscal Year
Ending August 31, 1994
(s) National Service Industries, Inc. Executive
Savings Plan Effective September 1, 1994
(t) National Service Industries, Inc. Management
Compensation and Incentive Plan Effective
September 1, 1994, Subject to Approval by
Shareholders at Annual Meeting to be Held
January 4, 1995
11 Computations of Net Income per Share of Common
Stock
13 Information Incorporated by Reference from Annual
Report for the Year Ended August 31, 1994
21 List of Subsidiaries
23 Consent of Independent Public Accountants
24 Powers of Attorney
27 Financial Data Schedules
Page 10
ITEM 14. (Continued)
(b) No reports on Form 8-K were filed for the three months ended August 31,
1994.
(c) Exhibits 2, 9, 12, 18, 22, and 28 have been omitted because they are not
applicable.
(d) Not applicable.
Page 11
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.
NATIONAL SERVICE INDUSTRIES, INC.
Date: November 18, 1994 By: /s/ Kenyon W. Murphy
Kenyon W. Murphy
Secretary and Assistant Counsel
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
D. Raymond Riddle* Chairman and Chief Executive Officer
J. Robert Hipps* Senior Vice President, Finance
(Principal Financial Officer)
John A. Bostater* Vice President and Controller
John L. Clendenin* Director
Jesse Hill, Jr.* Director
Robert M. Holder, Jr.* Director
Don W. Hubble* Director
F. Ross Johnson* Director - November 18, 1994
James C. Kennedy* Director
Donald R. Keough* Director
Bryan D. Langton* Director
David Levy* Director
Bernard Marcus* Director
John G. Medlin, Jr.* Director
Betty L. Siegel* Director
Erwin Zaban* Director
*By /s/ David Levy Attorney-in-Fact
David Levy
Page 12
Arthur Andersen LLP
Atlanta, Georgia
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
To National Service Industries, Inc.:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in NATIONAL SERVICE
INDUSTRIES, INC. and subsidiaries' annual report to stockholders
incorporated by reference in this Form 10-K and have issued our report
thereon dated October 20, 1994. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedules
listed in Item 14 in this Form 10-K are the responsibility of the
Company's management and are presented for the purpose of complying with
the Securities and Exchange Commission's rules and are not part of the
basic consolidated financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
October 20, 1994
Page 13
SCHEDULE II
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTORS, AND EMPLOYEES OTHER THAN RELATED PARTIES
FOR THE YEARS ENDED AUGUST 31, 1994, 1993, AND 1992
(In thousands)
Balance at
Beginning Amounts Balance at End of Period
Description of Period Additions Collected Current Noncurrent
YEAR ENDED AUGUST 31, 1994:
Division Officers $ 119 $ - $ 26 $ 93 $ -
YEAR ENDED AUGUST 31, 1993:
Division Officers $ 109 $ 18 $ 8 $ 119 $ -
YEAR ENDED AUGUST 31, 1992:
Division Officers $ 250 (1),(2) $ - $ 141 $ 109 $ -
<FN>
(1) $150,000 promissory note receivable from Mr. Peele, secured by real property, originally due
November 15, 1991, with interest at prime rate announced by FNB-Atlanta adjusted at first of
month.
(2) $100,000 promissory note receivable from Mr. Gurbacki, secured by real property, originally
due December 31, 1991, with interest at prime rate announced by FNB-Atlanta adjusted on
first of month.
SCHEDULE V
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
PROPERTY, PLANT, AND EQUIPMENT
FOR THE YEARS ENDED AUGUST 31, 1994, 1993, AND 1992
(In thousands)
Balance at Other Balance at
Beginning Additions (1) Sales or Changes (2) End
Classification of Period at Cost Retirements Add (Deduct) of Period
YEAR ENDED AUGUST 31, 1994:
Land $ 33,304 $ 295 $ 1,371 $ 9 $ 32,237
Buildings 173,288 3,715 7,495 296 169,804
Machinery and equipment 371,354 23,082 18,225 (479) 375,732
Delivery equipment 65,203 8,751 5,386 4 68,572
Furniture and fixtures 55,207 6,307 1,863 496 60,147
Service equipment 8,648 - 5,553 (138) 2,957
Leasehold improvements 17,034 368 255 (22) 17,125
$ 724,038 $ 42,518 $ 40,148 $ 166 $ 726,574
YEAR ENDED AUGUST 31, 1993:
Land $ 29,534 $ 4,392 $ 590 $ (32) $ 33,304
Buildings 154,606 21,809 2,685 (442) 173,288
Machinery and equipment 350,057 36,169 13,990 (882) 371,354
Delivery equipment 56,372 12,392 3,505 (56) 65,203
Furniture and fixtures 58,545 6,972 10,520 210 55,207
Service equipment 12,642 - 3,994 - 8,648
Leasehold improvements 17,781 437 1,126 (58) 17,034
$ 679,537 $ 82,171 $ 36,410 $ (1,260) $ 724,038
YEAR ENDED AUGUST 31, 1992:
Land $ 28,462 $ 1,492 $ 411 $ (9) $ 29,534
Buildings 148,066 11,690 4,274 (876) 154,606
Machinery and equipment 332,306 26,007 7,881 (375) 350,057
Delivery equipment 55,749 4,438 3,822 7 56,372
Furniture and fixtures 53,929 5,505 1,717 828 58,545
Service equipment 12,274 515 147 - 12,642
Leasehold improvements 18,520 142 856 (25) 17,781
$ 649,306 $ 49,789 $ 19,108 $ (450) $ 679,537
<FN>
(1) Additions during the year included property, plant, and equipment recorded in acquisitions and normal
replacements and purchases of property, plant, and equipment for divisions to meet operational
requirements.
(2) Transfers and foreign currency conversion.
Page 14
Page 15
SCHEDULE VI
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT, AND EQUIPMENT
FOR THE YEARS ENDED AUGUST 31, 1994, 1993, AND 1992
(In thousands)
Balance at Other Balance at
Beginning Charged to Sales or Changes (1) End
Classification of Period Expense Retirements Add (Deduct) of Period
YEAR ENDED AUGUST 31, 1994:
Buildings $ 48,342 $ 5,880 $ 2,138 $ 191 $ 52,275
Machinery and equipment 213,945 25,351 13,705 (30) 225,561
Delivery equipment 38,740 7,374 4,974 5 41,145
Furniture and fixtures 38,014 7,035 1,488 159 43,720
Service equipment 7,624 482 5,540 (113) 2,453
Leasehold improvements 12,188 1,131 198 (13) 13,108
$358,853 $ 47,253 $ 28,043 $ 199 $378,262
YEAR ENDED AUGUST 31, 1993:
Buildings $ 42,260 $ 5,981 $ 1,600 $1,701 $ 48,342
Machinery and equipment 199,802 25,929 12,348 562 213,945
Delivery equipment 35,252 6,576 3,123 35 38,740
Furniture and fixtures 38,958 7,008 10,448 2,496 38,014
Service equipment 10,943 663 3,983 1 7,624
Leasehold improvements 11,972 1,282 1,058 (8) 12,188
$339,187 $ 47,439 $ 32,560 $4,787 $358,853
YEAR ENDED AUGUST 31, 1992:
Buildings $ 38,958 $ 5,150 $ 1,734 $ (114) $ 42,260
Machinery and equipment 181,135 23,734 4,884 (183) 199,802
Delivery equipment 32,821 5,625 3,185 (9) 35,252
Furniture and fixtures 32,489 8,005 1,572 36 38,958
Service equipment 10,229 803 89 0 10,943
Leasehold improvements 11,330 1,373 721 (10) 11,972
$306,962 $ 44,690 $ 12,185 $ (280) $339,187
<FN>
(1) Transfers, foreign currency conversion, and accumulated depreciation recorded in acquisitions.
SCHEDULE VIII
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED AUGUST 31, 1994, 1993, AND 1992
(In thousands)
Balance at Additions Charged to Balance at
Beginning Costs and Other End
Description of Period Expenses Accounts (1) Deductions (2) of Period
YEAR ENDED AUGUST 31, 1994:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts $7,170 $2,804 $ 923 $3,512 $7,385
YEAR ENDED AUGUST 31, 1993:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts $3,696 $3,300 $3,462 $3,288 $7,170
YEAR ENDED AUGUST 31, 1992:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts $3,443 $3,398 $ 49 $3,194 $3,696
<FN>
(1) Recoveries credited to reserve and reserves recorded in acquisitions.
(2) Uncollectible accounts written off.
Page 16
Page 17
SCHEDULE IX
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
SHORT-TERM BORROWINGS
FOR THE YEARS ENDED AUGUST 31, 1994, 1993, AND 1992
(In thousands)
<CAPTIONS>
Maximum
Amount Average Weighted
Weighted Outstanding Amount Average
Balance at Average at Month End Outstanding Interest Rate
Category of Aggregate End Interest during during during
Short-Term Borrowings of Period Rate the Period the Period the Period
YEAR ENDED AUGUST 31, 1994:
Banks (1) $5,098 5.90% $ 5,098 $ 4,481 7.41%
YEAR ENDED AUGUST 31, 1993:
Banks (1) $4,404 11.50% $42,732 $22,916 9.75%
YEAR ENDED AUGUST 31, 1992:
Banks (2) $ - - $ 1,372 $ 1,000 7.93%
<FN>
(1) Short-term borrowings under multi-currency lines of credit from a European bank.
(2) Short-term revolving credit assumed in connection with Canadian acquisition in January, 1991.
Page 18
SCHEDULE X
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED AUGUST 31, 1994, 1993, AND 1992
(In thousands)
Charged to
Costs and
Item Expenses
YEAR ENDED AUGUST 31, 1994:
Maintenance and Repairs $26,581
YEAR ENDED AUGUST 31, 1993:
Maintenance and Repairs $26,414
YEAR ENDED AUGUST 31, 1992:
Maintenance and Repairs $26,074
Page 19
INDEX TO EXHIBITS
Page No.
EXHIBIT 3 - Restated Certificate of Incorporation Reference is made to Exhibit 3 of registrant's
Form 10-Q for the quarter ended May 31,
1992, which is incorporated herein by
reference.
- By-Laws as Amended and Restated June 21, Reference is made to Exhibit 3 of registrant's
1989 Form 10-K for the fiscal year ended August
31, 1989, which is incorporated herein by
reference.
EXHIBIT 4 - Shareholder Rights Plan Adopted May 9, 1988 Reference is made to Exhibit 1 of registrant's
Form 8-A as filed with the Commission on
May 11, 1988, which is incorporated herein by
reference.
EXHIBIT 10(i) - Section 168 Agreement and Election Dated Reference is made to Exhibit 10(i) of
April 9, 1982 between National Service registrant's Form 10-K for the fiscal year
Industries, Inc. and Oglethorpe Power ended August 31, 1982, which is incorporated
Corporation herein by reference.
EXHIBIT 10(iii)A Management Contracts and Compensatory Arrangements:
(a)-Director's Deferred Compensation Plan Reference is made to Exhibit 10(iii)A (b) of
registrant's Form 10-K for the fiscal year
ended August 31, 1982, which is incorporated
herein by reference.
(b)-(i) Executives' Deferred Compensation Plan Reference is made to Exhibit 19 of registrant's
Form 10-K for the fiscal year ended August 31,
1982, which incorporated herein by reference.
(ii) First Amendment To Executives' Reference is made to Exhibit 10(iii)A (b)-(ii)
Deferred Compensation Plan, Dated of registrant's Form 10-K for the fiscal year
September 21, 1989 ended August 31, 1989, which is incorporated
herein by reference.
(c)-(i)Restated and Amended Supplemental Reference is made to Exhibit 10(iii)A (c)-(i)
Retirement Plan for Executives of National of registrant's Form 10-K for the fiscal year
Service Industries, Inc. (Supplemental ended August 31, 1993, which is incorporated
Pension Plan) herein by reference.
(ii) Amendment to Restated and Amended Reference is made to Exhibit 10(iii)A (a) of
Supplemental Retirement Plan for Executives registrant's Form 10-Q for the quarter ended
of National Service Industries, Inc. February 28, 1994, which is incorporated
(Supplemental Pension Plan) herein by reference.
(d)-(i) The National Service Industries, Inc. Reference is made to Exhibit 10(iii)A (f) of
Senior Management Benefit Plan, Dated registrant's Form 10-K for the fiscal year
August 15, 1985 ended August 31, 1985, which is incorporated
herein by reference.
(ii) First Amendment to National Service Reference is made to Exhibit 10(iii)A (e)-(ii)
Industries, Inc. Senior Management Benefit of registrant's Form 10-K for the fiscal year
Plan, Dated September 21, 1989 ended August 31, 1989, which is incorporated
herein by reference.
Page 20
INDEX TO EXHIBITS
Page No.
(d) (iii) Second Amendment to National Service 23
Industries, Inc. Senior Management Benefit
Plan, Dated September 16, 1994
(e)-Severance Protection Agreement between Reference is made to Exhibit 10(iii)A (h) of
National Service Industries, Inc. and David registrant's Form 10-K for the fiscal year
Levy ended August 31, 1989, which is incorporated
herein by reference.
(f)-Severance Protection Agreements between Reference is made to Exhibit 10(iii)A (i) of
National Service Indus tries, Inc. and registrant's Form 10-K for the fiscal year
(i) D. Raymond Riddle ended August 31, 1989, which is incorporated
(ii) Don W. Hubble herein by reference.
(iii)J. Robert Hipps
(g)-Bonus Letter Agreements between Reference is made to Exhibit 10(iii)A (j) of
National Service Industries, Inc. and registrant's Form 10-K for the fiscal year
(i) D. Raymond Riddle ended August 31, 1989, which is incorporated
(ii) Don W. Hubble herein by reference.
(iii)David Levy
(iv) J. Robert Hipps
(h)-(i)Long-Term Incentive Program, Dated Reference is made to Exhibit 10(iii)A (k) of
September 20, 1989 registrant's Form 10-K for the fiscal year
ended August 31, 1989, which is incorporated
herein by reference.
-(ii)First Amendment to Long-Term 28
Incentive Program, Dated September 20,
1989
(i)-Incentive Stock Option Agreements between Reference is made to Exhibit 10(iii)A (l) of
National Service Industries, Inc., and registrant's Form 10-K for the fiscal year
(i) D. Raymond Riddle ended August 31, 1989, which is incorporated
(ii) Don W. Hubble herein by reference.
(iii)David Levy
(iv) J. Robert Hipps
(j)-Nonqualified Stock Option Agreement for Reference is made to Exhibit 10(iii)A (j) of
Corporate Officers between National Service registrant's Form 10-K for the fiscal year
Industries, Inc. and ended August 31, 1992, which is incorporated
(i) D. Raymond Riddle herein by reference.
(ii) Don W. Hubble
(iii)David Levy
(iv) J. Robert Hipps
(k)-Nonqualified Stock Option Agreement for 29
Corporate Officers Effective Beginning
September 21, 1994 between National
Service Industries, Inc. and
(i) D. Raymond Riddle
(ii) Don W. Hubble
(iii)David Levy
(l)-(i)Benefits Protection Trust Agreement Dated Reference is made to Exhibit 10(iii)A (n) of
July 5, 1990, between National Service Indus- registrant's Form 10-K for the fiscal year
tries, Inc. and Wachovia Bank and Trust ended August 31, 1990, which is incorporated
Company herein by reference.
Page 21
INDEX TO EXHIBITS
Page No.
(l)-(ii)Amended Schedule 1 of Benefits Reference is made to Exhibit 10(iii)A (k)-(ii)
Protection Trust Agreement between of registrant's Form 10-K for the fiscal year
National Service Industries, Inc. and ended August 31, 1993, which is incorporated
Wachovia Bank and Trust Company herein by reference.
Dated September 15, 1993
(m)-Executive Benefits Trust Agreement Dated Reference is made to Exhibit 10(iii)A (o) of
July 5, 1990, between National Service Indus- registrant's Form 10-K for the fiscal year
tries, Inc. and Wachovia Bank and Trust ended August 31, 1990, which is incorporated
Company herein by reference.
(n)-Consulting Agreement between National Reference is made to Exhibit 10(iii)A of
Service Industries, Inc. and Erwin Zaban, registrant's Form 10-Q for the quarter ended
Dated December 30, 1991 November 30, 1991, which is incorporated
herein by reference.
(o)-Consulting Agreement between National Reference is made to Exhibit 10(iii)A (n) of
Service Industries, Inc. and Sidney Kirschner, registrant's Form 10-K for the fiscal year
Effective November 1, 1992 ended August 31, 1992, which is incorporated
herein by reference.
(p)-1992 Nonemployee Directors' Stock Option Reference is made to Exhibit 10(iii)A (o) of
Plan Effective September 16, 1992 registrant's Form 10-K for the fiscal year
ended August 31, 1992, which is incorporated
herein by reference.
(q)-Nonemployee Directors' Stock Option 35
Agreement between National Service
Industries, Inc. and
(i) John L. Clendenin
(ii) Jesse Hill, Jr.
(iii)Robert M. Holder, Jr.
(iv) F. Ross Johnson
(v) James C. Kennedy
(vi) Donald R. Keough
(vii)Bryan D. Langton
(vii)Bernard Marcus
(ix) John G. Medlin, Jr.
(x) Dr. Betty L. Siegel
(xi) Erwin Zaban
(r)-Summary of Incentive Bonus Program for Reference is made to Exhibit 10(iii)A (p) of
Executive Officers of National Service registrant's Form 10-K for the fiscal year
Industries, Inc. ("NSI") for the Fiscal Year ended August 31, 1993, which is incorporated
Ending August 31, 1994 herein by reference.
(s)-National Service Industries, Inc. Executive 40
Savings Plan Effective September 1, 1994
(t)-National Service Industries, Inc. Management 61
Compensation and Incentive Plan Effective
September 1, 1994, Subject to Approval by
Shareholders at the Annual Meeting to be
Held January 4, 1995
EXHIBIT 11 - Computations of Net Income per Share of 65
Common Stock
EXHIBIT 13 - Information Incorporated by Reference from 66
Annual Report for the Year Ended August 31,
1994
INDEX TO EXHIBITS
Page 22
Page No.
EXHIBIT 21 - List of Subsidiaries 81
EXHIBIT 23 - Consent of Independent Public Accountants 82
EXHIBIT 24 - Powers of Attorney 83
EXHIBIT 27 - Financial Data Schedules 95