Page 1 of 51
Index to Exhibits on Page 14
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, 1995 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 November
10, 1995 the aggregate market value of the voting stock held by nonaffiliates of
the registrant was $1,498,970,683.00.
The number of shares outstanding of the registrant's common stock, $1.00 par
value, was 48,353,893 shares as of November 10, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-K Incorporated Document
Part I, Item 1 1995 Annual Report
Part II, Items 5, 6, 7, and 8 1995 Annual Report
Part III, Items 10, 11, 12, and 13 1995 Proxy Statement
Part IV, Item 14 1995 Annual Report
Page 2
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
Table of Contents
Page No.
Part I
Item 1. Business 3-4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 8. Financial Statements and Supplementary Data 6
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 6
Part III
Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial Owners and
Management 7
Item 13. Certain Relationships and Related Transactions 8
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 8-10
Signatures 11
Financial Statement Schedules 12-13
Index to Exhibits 14
Page 3
PART I
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
Lyon Folder Company storage and filing systems.
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, and States, Canada,
Lithonia Hi-Tek Lighting institutional applications; Mexico and overseas.
Lithonia Downlighting high-intensity discharge
Major Reflector Products fixtures for industrial and
RELOC Wiring Systems commercial use; architectural
Lithonia Controls Systems outdoor lighting; downlighting;
Lithonia Emergency Lighting sportslighting; track lighting;
vandal-resistant fixtures;
emergency lighting; lighting
and dimming controls; and
manufactured wiring systems.
INSULATION SERVICE
North Bros. Co. Commercial, mechanical Principally in the
South Insulation Company industrial and institutional southeastern United
Western State Insulation Company insulation products, accessories States.
Merit Insulation Company and contracting services.
Precision Foam Fabricators
Mid-State Insulation Co.
Page 4
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, 1995, 1994, and 1993. No one commodity or supplier provided a
significant portion of the company's material requirements.
Total Employment
The registrant employs approximately 21,100 people.
Financial Information about Industry Segments
The financial information required by this item is included on page 30 of the
company's annual report for the year ended August 31, 1995, under the caption
"Business Segment Information" and is incorporated herein by reference.
Page 5
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 4 Manufacturing plants
1 2 Distribution centers
- 27 Field warehouses
Textile Rental 68 18 Linen plants
20 49 Linen service centers
- 1 Distribution centers
Chemical 9 4 Manufacturing plants
22 46 Distribution centers
- 2 Sales offices
Insulation Service 1 - Fabrication plants
24 11 Warehouses
Envelope 7 3 Manufacturing plants
- 3 Warehouses
- 1 Sales office
Corporate Office 1 - Corporate headquarters
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
No matters were submitted to a vote of security holders during the three months
ended August 31, 1995
Page 6
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, 1995, under the
captions "Listing," "Shareholders of Record," and "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 34 and 35 of the
company's annual report for the year ended August 31, 1995, 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 32 and 33 of the
company's annual report for the year ended August 31, 1995, 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 20 through 31 of the
company's annual report for the year ended August 31, 1995, 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
Accountants" and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Page 7
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 3, 1996, 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, 1995 and term in office
D. Raymond Riddle, age 62 Mr. Riddle served as President and Chief Executive
Chairman and Chief Executive Officer, Officer from January, 1993 to September, 1994 when he
Director, and Chairman of the Executive was elected Chairman and Chief Executive Office. He
Committee and a member of the served from 1985 until 1993 as an Executive Vice
Strategic Planning and Finance President of Wachovia Corporation and from 1987 until
Committee of the Board 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 56 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 58 Mr. Levy was elected Executive Vice President,
Executive Vice President, Administration Administration in October, 1992. He served as Senior
and Counsel and Director Vice President, Secretary and Counsel from 1982 through
September, 1992.
J. Robert Hipps, age 55 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 5 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 3,
1996, 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 6 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 3, 1996,
filed with the Commission pursuant to Regulation 14A, and is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included on page 6 under the caption
"Certain Transactions" of the company's proxy statement for the annual meeting
of stockholders to be held January 3, 1996, filed with the Commission pursuant
to Regulation 14A, and is incorporated herein by reference.
Page 8
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:
(1) Financial Statements
The company's 1995 Annual Report contains the consolidated balance
sheets as of August 31, 1995 and 1994, the related consolidated
statements of income, stockholders' equity, and cash flows for each of
the three years in the period ended August 31, 1995, and the related
report of Arthur Andersen LLP. The financial statements, incorporated
herein by reference, include the following:
Consolidated Balance Sheets - August 31, 1995 and 1994
Consolidated Statements of Income for the years ended August 31, 1995,
1994, and 1993
Consolidated Statements of Stockholders' Equity for the years ended
August 31, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ended August 31,
1995, 1994, and 1993
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
Report of Independent Public Accountants on Schedule
Schedule Number
II Valuation and Qualifying Accounts
Any of schedules I through V 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.
(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
Page 9
ITEM 14. (Continued)
(3) Exhibits filed with this report (Continued)
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
(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
(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) 1992 Nonemployee Directors' Stock Option Plan
Effective September 16, 1992
(p) 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
Page 10
ITEM 14. (Continued)
(3) Exhibits filed with this report (Continued)
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
(q) National Service Industries, Inc. Executive
Savings Plan Effective September 1, 1994
(r) National Service Industries, Inc. Management
Compensation and Incentive Plan Effective
September 1, 1994.
(s) Split-Dollar Agreement among National Service
Industries, Inc., D. Raymond Riddle, and
Wachovia Bank of Georgia N.A. dated January
4, 1993 and Amendment
(t) Letter Agreement between National Service
Industries, Inc. and D. Raymond Riddle
dated March 28, 1995
(u) Consulting Agreement between National Service
Industries, Inc. and D. Raymond Riddle
(v) Letter Agreement between National Service
Industries, Inc. and D. Raymond Riddle dated
April 10, 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 (a) Financial Data Schedule for the Year Ended
August 31, 1995
(b) Restated Financial Data Schedule for the Year
Ended August 31, 1994
(c) Restated Financial Data Schedule for the
Quarter Ended November 30, 1994
(b) No reports on Form 8-K were filed for the three months ended August 31,
1995.
(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 17, 1995 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
Jesse Hill, Jr.* Director
Robert M. Holder, Jr.* Director
Don W. Hubble* Director
F. Ross Johnson* Director - November 17, 1995
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 SCHEDULE
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, 1995. 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, 1995
Page 13
SCHEDULE II
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED AUGUST 31, 1995, 1994, AND 1993
(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, 1995:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts $7,385 $3,170 $ (384) $3,704 $6,467
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
(1) Recoveries credited to reserve and reserves recorded in acquisitions.
(2) Uncollectible accounts written off.
Page 14
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 15
INDEX TO EXHIBITS
Page No.
(d) (iii) Second Amendment to National Service Reference is made to Exhibit 10(iii)A (d)(iii) of
Industries, Inc. Senior Management Benefit registrant's Form 10-K for the fiscal year
Plan, Dated September 16, 1994 ended August 31, 1994, which is incorporated
herein by reference.
(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.
(iiiJ. 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.
(iiiDavid 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 Reference is made to Exhibit 10(iii)A (h)(ii) of
Incentive Program, Dated September 20, registrant's Form 10-K for the fiscal year
1989 ended August 31, 1994, which is incorporated
herein by reference.
(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.
(iiiDavid 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
(iiiDavid Levy
(iv)J. Robert Hipps
(k)-Nonqualified Stock Option Agreement for Reference is made to Exhibit 10(iii)A (k) of
Corporate Officers Effective Beginning registrant's Form 10-K for the fiscal year
September 21, 1994 between National ended August 31, 1994, which is incorporated
Service Industries, Inc. and herein by reference.
(i) D. Raymond Riddle
(ii)Don W. Hubble
(iiiDavid 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 16
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)-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.
(p)-Nonemployee Directors' Stock Option Reference is made to Exhibit 10(iii)A (q) of
Agreement between National Service registrant's Form 10-K for the fiscal year
Industries, Inc. and ended August 31, 1994, which is incorporated
(i) John L. Clendenin herein by reference.
(ii)Jesse Hill, Jr.
(iiiRobert M. Holder, Jr.
(iv)F. Ross Johnson
(v) James C. Kennedy
(vi)Donald R. Keough
(viiBryan D. Langton
(viiBernard Marcus
(ix)John G. Medlin, Jr.
(x) Dr. Betty L. Siegel
(xi)Erwin Zaban
(q)-National Service Industries, Inc. Executive Reference is made to Exhibit 10(iii)A (s) of
Savings Plan Effective September 1, 1994 registrant's Form 10-K for the fiscal year
ended August 31, 1994, which is incorporated
herein by reference.
(r)-National Service Industries, Inc. Management Reference is made to Exhibit 10(iii)A (t) of
Compensation and Incentive Plan Effective registrant's Form 10-K for the fiscal year
September 1, 1994. ended August 31, 1994, which is incorporated
herein by reference.
(s)-(i) Split Dollar Agreement among National Reference is made to Exhibit 10(iii)A (i) of
Service Industries, Inc., D. Raymond Riddle, registrant's Form 10-Q for the quarter ended
and Wachovia Bank of Georgia, N.A. dated February 28, 1995, which is incorporated
January 4, 1993. herein by reference.
(s)-(ii) First Amendment to Split Dollar Agreement Reference is made to Exhibit 10(iii)A (ii) of
among National Service Industries, Inc., registrant's Form 10-Q for the quarter ended
D. Raymond Riddle, and Wachovia Bank of February 28, 1995, which is incorporated
Georgia, N.A. dated March 30, 1995 herein by reference.
Page 17
INDEX TO EXHIBITS
Page No.
(t)-Letter Agreement between National Service Reference is made to Exhibit 10(iii)A (b) of
Industries, Inc. and D. Raymond Riddle dated registrant's Form 10-Q for the quarter ended
March 28, 1995, amending as of September 21, February 28, 1995, which is incorporated
1994 the Incentive Stock Option Agreement herein by reference.
dated January 6, 1993, the Nonqualified Stock
Option Agreement dated January 6, 1993, and
the Nonqualified Stock Option Agreement dated
September 15, 1993 between National Service
Industries, Inc. and D. Raymond Riddle
(u)-Consulting Agreement between National Service Reference is made to Exhibit 10(iii)A (c) of
Industries, Inc. and D. Raymond Riddle dated registrant's Form 10-Q for the quarter ended
March 30, 1995 February 28, 1995, which is incorporated
herein by reference.
(v)-Letter Agreement between National Service Reference is made to Exhibit 10(iii)A (d) of
Industries, Inc. and D. Raymond Riddle dated registrant's Form 10-Q for the quarter ended
April 10, 1995, amending as of March 15, 1995, February 28, 1995, which is incorporated
the Incentive Stock Option Agreement dated herein by reference.
Janury 6, 1993, the Nonqualified Stock Option
Agreement dated January 6, 1993, the
Nonqualified Stock Option Agreement dated
September 15, 1993, and the Nonqualified Stock
Option Agreement dated September 21, 1994
between National Service Industries, Inc. and
D. Raymond Riddle
EXHIBIT 11 - Computations of Net Income per Share of 18
Common Stock
EXHIBIT 13 - Information Incorporated by Reference from 19
Annual Report for the Year Ended August 31,
1993
EXHIBIT 21 - List of Subsidiaries 36
EXHIBIT 23 - Consent of Independent Public Accountants 37
EXHIBIT 24 - Powers of Attorney 38
EXHIBIT 27 - (a) Financial Data Schedule for the Year 49
Ended August 31, 1995
(b) Restated Financial Data Schedule for the 50
Year Ended August 31, 1994
(c) Restated Financial Data Schedule for the 51
Quarter Ended November 30, 1994