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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report ( Date of earliest event reported) July 14, 1997
NATIONAL SERVICE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-3208 58-0364900
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation )
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)
None
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On July 14, 1997, National Service Industries, Inc. ("NSI") completed the
sale of certain assets of its textile rental business to G&K Services, Inc.
("Purchaser") and its subsidiaries G&K Services Linen Co. and G&K Services, Co.
for approximately $280 million in cash plus the assumption of certain
liabilities, subject to a post-closing adjustment. This disposition, which
involves approximately forty percent of NSI's textile rental volume, was made
pursuant to the Asset Purchase Agreement, dated as of May 30, 1997, by and among
NSI, its subsidiaries National Service Industries, Inc. and NSI Enterprises,
Inc.(the "NSI Subsidiaries"), and Purchaser, as amended by a letter agreement as
of the closing.
The assets sold relate to twenty industrial plants and nine mixed linen
plants and include, among other things, real property, fixed assets, vehicles,
inventories, accounts receivable, customer lists, intangible assets, and prepaid
items. The liabilities assumed include certain contractual obligations and
certain accrued employee compensation and benefits.
The purchase price was determined by arms-length negotiation between NSI
and Purchaser. The price was determined by adjusting a base price of
approximately $263 million to reflect certain changes in textile rental volume
during specified pre-closing periods, adding certain estimated amounts for open
accounts receivable, new inventory, and prepaid items, and deducting the
estimated amount of certain assumed liabilities for employee compensation and
benefits. The price will be further adjusted within 45 days after the closing,
primarily to reflect the final value of those added and deducted items.
On July 14, 1997, NSI issued a press release reporting on the
consummation of the sale, which is filed herewith as Exhibit 99(a).
Item 7. Financial Statements and Exhibits
(b) Unaudited pro forma financial information of NSI with respect
to the disposition of certain of its textile rental assets is
attached as an exhibit to this form 8-K.
(c) Exhibits (listed by numbers corresponding to the provisions of
Item 601 of Regulation S-K):
2 (a) Asset Purchase Agreement dated as of May 30, 1997,
by and among NSI, the NSI Subsidiaries, and
Purchaser, together with Exhibit A (Acquired
Facilities). Other exhibits and disclosure schedules
supplemental to the Asset Purchase Agreement will be
furnished to the Commission upon request.
(b) Letter agreement dated July 14, 1997, by and among
NSI, the NSI Subsidiaries, and Purchaser.
99 (a) NSI News Release dated July 14, 1997.
(b) Unaudited pro forma financial information of NSI with
respect to the disposition of certain of its textile
rental assets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/ Kenyon W. Murphy
Kenyon W. Murphy
Vice President, Secretary and
Associate Counsel
Date: July 14, 1997
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INDEX TO EXHIBITS
Page No.
Exhibit 2 (a) Asset Purchase Agreement dated
as of May 30, 1997, by and among NSI,
the NSI Subsidiaries, and Purchaser. 5
(b) Letter agreement dated July 14, 1997,
by and among NSI, the NSI Subsidiaries,
and Purchaser. 75
Exhibit 99 (a) NSI News Release dated July 14, 1997. 79
(b) Unaudited pro forma financial information
of NSI with respect to the disposition of
certain of its textile rental assets. 80