Page 1 of 139
Index to Exhibits on Page 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31,1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ____________________.
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) Name of Each Exchange on
of the Act: Which Registered
Title of Each Class
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Based on the closing price of $32.25 as quoted on the New York Stock Exchange on
October 29, 1999, the aggregate market value of the voting stock held by
nonaffiliates of the registrant, was $1,308,433,004.
The number of shares outstanding of the registrant's common stock, $1.00 par
value, was 40,690,942 shares as of October 29, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-K Incorporated Document
Part I, Item 1 1999 Annual Report
Part II, Items 5, 6, 7, 7a and 8 1999 Annual Report
Part III, Items 10, 11, 12, and 13 1999 Proxy Statement
Part IV, Item 14 1999 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
Stockholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 7a. Quantitative and Qualitative Disclosures about Market Risk 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 7
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 8-13
Signatures 14
Financial Statement Schedules 15-16
Index to Exhibits 17
Page 3
PART I
ITEM 1: BUSINESS
National Service Industries, Inc. (the "company" or "NSI"), incorporated in
1928, is a diversified service and manufacturing company that, through its
subsidiaries, occupies leadership positions in four markets--lighting equipment,
chemicals, textile rental, and envelopes. Headquartered in Atlanta, Georgia, NSI
provides products and services throughout North America, as well as Western
Europe and Australia. Of NSI's fiscal 1999 revenue of $2.2 billion,
approximately 97 percent was from North American sales. NSI's 1999 revenue
broken down by segment contributions was as follows: 55 percent lighting
equipment, 22 percent chemicals, 14 percent textile rental, and 9 percent
envelopes.
While each of the company's businesses is highly competitive, the competitive
conditions and the company's relative position and market share vary widely from
business to business. A limited number of competitors of each business are large
diversified companies. However, most of the competitors are smaller companies
that frequently specialize in one industry or geographic area, which in many
instances increases the intensity of competition. The principal methods of
competition include price, quality, brand name recognition, and customer
responsiveness.
BUSINESS SEGMENTS
Lighting Equipment
Lithonia Lighting and Holophane Corporation comprise NSI's lighting equipment
segment, which management believes is the world's largest manufacturer of
lighting fixtures for both new construction and renovation. Products include a
full range of indoor and outdoor lighting for commercial, institutional, and
industrial applications, surface and recessed residential lighting, exit signs
and emergency lighting, lighting control systems, and flexible wiring systems.
These lighting products are manufactured in the United States, Canada, Mexico,
and Europe and are marketed under numerous brand names, including Lithonia,
Holophane, Home-Vue, LightConcepts, Gotham, Hydrel, Peerless, Antique Street
Lighting, MetalOptics, and Reloc.
Principal customers include wholesale electrical distributors, retail home
centers, and lighting showrooms located in North America and selected
international markets. In North America, the lighting equipment segment's
products are sold through independent sales agents and factory sales reps who
cover specific geographic areas and market segments. Products are delivered
through a network of distribution centers, regional warehouses, and public field
warehouses using both common carriers and a company-owned truck fleet. For
international customers, the segment employs a sales force that adopts
distribution methods to meet individual customer or country requirements. In
fiscal 1999, North American sales accounted for more than 98 percent of this
segment's gross sales.
Chemicals
NSI's chemical segment, which includes Zep Manufacturing Company ("Zep"),
Enforcer Products, Inc. ("Enforcer"), and Selig Chemical Industries ("Selig"),
is a leading provider of speciality chemical products in the automotive, food,
manufacturing, institutional, hospitality, home center, and retail markets.
Products include cleaners, sanitizers, disinfectants, polishes, floor finishes,
degreasers, water treatments, pesticides, insecticides, and herbicides. Zep
manufactures products in five North American plants, two European plants, and
one Australian location, while Enforcer and Selig each operate a single
manufacturing facility in Georgia.
The chemical segment provides products to customers in North America, Western
Europe, and Australia. In fiscal 1999, North American sales accounted for
approximately 90 percent of gross sales. Zep and Selig serve a wide array of
institutional and industrial customers, ranging from small sole proprietorships
to Fortune 1000 corporations. Individual markets in the non-retail channel
include: automotive, vehicle wash, food, industrial manufacturing, and contract
cleaners and are sold through a direct commissioned sales force. Enforcer
provides Enforcer-branded products and Zep-branded products to retail channels
such as home centers, hardware stores, mass merchandisers, and drug stores.
Textile Rental
National Linen Service ("NLS") is a leading United States multi-service textile
rental company, serving the dining, lodging, and healthcare industries. Products
include napkins, table and bed linens, bath towels, pillow cases, bar towels,
scrubs and surgical drapery, mats, mops, and restroom supplies. NLS operates
from 66 locations primarily in the southeastern United States.
NLS's customers include restaurants, hotels, country clubs, retail stores,
hospitals, clinics, and doctor's offices. Clean products are delivered to
customers, and soiled products are retrieved by route drivers for cleaning. NLS
sells its services directly to end users though a salaried and commissioned
sales force.
Page 4
Envelopes
Atlantic Envelope Company ("AECO") is a leading United States producer of custom
envelopes and office products, serving the energy, finance, transportation,
direct mail, and package delivery markets. Products include custom business and
courier envelopes, as well as specialty filing products. AECO's products are
manufactured in ten plants in the United States.
AECO serves customers throughout the United States, which include major
airlines, banks, credit card companies, and express delivery companies. Products
are sold directly to end users by a commissioned sales team. Specialty products
are also sold through dealers.
Financial Results By Industry Segment
Sales and service revenues, operating profit (loss), identifiable assets, and
related data for each of the company's business segments for the three years
ended August 31, 1999 are included on page 44 (Note 10, Business Segment
Information, of the Notes to the Consolidated Financial Statements) in the
company's annual report to stockholders and is incorporated herein by reference.
No significant portion of any segment of the company is dependent upon a single
customer or a few customers, the loss of any one of which would have a material
adverse affect on the segment. Furthermore, no single commodity or supplier in
any segment provided a significant portion of the segment's material
requirements nor were there any significant shortages of materials or components
during the years ended August 31, 1999, 1998, and 1997.
The company conducts research and development related to present and future
products for its lighting equipment, chemical, and envelope segments. Research
and development expenses were $8.5 million in 1999, $13.6 million in 1998, and
$8.6 million in 1997.
Management does not anticipate that compliance with current environmental laws
and regulations will materially affect the capital expenditures or results of
operations of the company or its subsidiaries during the fiscal year ending
August 31, 2000. See Note 5, Commitments and Contingencies, of the Notes to the
Consolidated Financial Statements on page 40 of the company's annual report to
stockholders, incorporated herein by reference.
Sales order backlog as of August 31, 1999 was $108.7 million, $1.9 million, and
$55.0 million in the lighting equipment, chemical, and envelope segments,
respectively. Sales order backlog at August 31, 1998 was $42.8 million in the
lighting equipment segment, $3.1 million in the chemical segment, and $45.1
million in the envelope segment.
As of August 31, 1999, the company employed approximately 19,700 people.
Financial results for any particular quarter are not necessarily indicative of
results to be expected for the full year. Typically, the company's revenues and
income are higher in the second half of its fiscal year.
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 business:
Number of Facilities
Division Owned Leased Nature of Facilities
Lighting Equipment 15 7 Manufacturing plants
1 9 Distribution centers
Textile Rental 34 7 Linen processing plants
- 24 Linen service centers
- 1 Distribution centers
Chemical 7 3 Manufacturing plants
18 52 Distribution centers
1 3 Sales offices
Envelope 6 4 Manufacturing plants
- 2 Warehouses
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, 1999.
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 to stockholders for the year ended August 31, 1999,
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 50 and 51 of the
company's annual report to stockholders for the year ended August 31, 1999,
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 46 through 49 of the
company's annual report to stockholders for the year ended August 31, 1999,
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and is incorporated herein by reference.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included on page 49 of the company's
annual report to stockholders for the year ended August 31, 1999, under the
caption "Market Risk" and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is included on pages 28 through 45 of the
company's annual report to stockholders for the year ended August 31, 1999,
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 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 5 under the caption "Information Concerning Nominees" of the
company's proxy statement for the annual meeting of stockholders to be held
January 5, 2000, 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 years and positions held with the company ended August 31, 1999
and term in office.
- -------------------------------------------- ----------------------------------------------------
James S. Balloun, age 61 Mr. Balloun was elected Chairman and Chief Executive Officer
Chairman, President, effective February, 1996 and assumed the role of President in
Chief Executive Officer October, 1996. Previously, he served McKinsey & Company as a Director.
and Director.
George H. Gilmore, Jr., age 50 Mr. Gilmore was elected Executive Vice President and Group
Executive Vice President and Group President effective June, 1999. Previously, he served as President
President of Moore Business Systems from 1994 to 1995, President of Moore
Document Solutions from 1995 to 1997, and as President and Chief
Operating Officer of Calmat Co. from 1998 to 1999.
David Levy, age 62 Mr. Levy was elected Executive Vice President, Administration in
Executive Vice President, October, 1992. He served as Senior Vice President, Secretary and
Administration and Counsel Counsel from 1982 through September, 1992.
and Director
Brock A. Hattox, age 51 Mr. Hattox was elected Executive Vice President and Chief Financial
Executive Vice President and Officer effective September, 1996. Previously, he served McDermott
Chief Financial Officer International, Inc. as Chief Financial Officer from 1991 to 1996.
Stewart A. Searle III, age 48 Mr. Searle was elected Senior Vice President, Planning and
Senior Vice President, Development effective June, 1996. Previously, he served four years
Planning and Development with Equifax as Senior Vice President of Development.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included on pages 5 through 15 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,"
"Long-Term Incentive Plans - Awards in Last Fiscal Year," "Employment Contracts,
Severance Arrangements, and Other Agreements," and "Pension and Supplemental
Retirement Benefits" of the company's proxy statement for the annual meeting of
stockholders to be held January 5, 2000, 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 pages 6 through 7 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 5,
2000, 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 5 under the caption
"Certain Relationships and Transactions" of the company's proxy statement for
the annual meeting of stockholders to be held January 5, 2000, 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 1999 Annual Report contains the consolidated balance
sheets as of August 31, 1999 and 1998, the related consolidated
statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended August 31, 1999, and the
related report of Arthur Andersen LLP. The financial statements,
incorporated herein by reference, include the following:
Consolidated Balance Sheets - August 31, 1999 and 1998
Consolidated Statements of Income for the years ended August 31,
1999, 1998, and 1997
Consolidated Statements of Stockholders' Equity for the years ended
August 31, 1999, 1998, and 1997
Consolidated Statements of Cash Flows for the years ended August 31,
1999, 1998, and 1997
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.
Page 9
(3) Exhibits filed with this report
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
3 Amended and Restated Certificate of Incorporation and By-Laws
4 Amended and Restated Rights Agreement dated as of
December 17, 1997 between National Service Industries,
Inc. and Wachovia Bank, N.A. and Amendment (replacing
Wachovia Bank, N.A. with First Chicago Trust Company)
and Amendment (deleting certain redemption restrictions)
10(i)A (1) US$250,000,000 Credit Agreement dated as of July
23, 1996 among National Service Industries, Inc.,
Certain of its Subsidiaries, Certain Listed
Banks, Wachovia Bank of Georgia, N.A., as Agent,
and Nationsbank, N.A. (South) and Suntrust Bank,
Atlanta, as Co-Agents
(2) US$250,000,000 Credit Agreement, dated as of July
15, 1999, among National Service Industries,
Inc., Wachovia Bank, N.A., The First National
Bank of Chicago, Banc One Capital Markets, Inc.,
Wachovia Securities, Inc., Commerzbank AG, New
York Branch, ABN Amro, N.V., and the other banks
listed therein.
(3) Commercial Paper Dealer Agreement, dated as of
July 16, 1999, between National Service
Industries, Inc. and Goldman, Sachs & Co.
(4) Commercial Paper Dealer Agreement, dated as of
July 16, 1999, between National Service
Industries, Inc. and J.P. Morgan Securities, Inc.
(5) Commercial Paper Dealer Agreement, dated as of
July 16, 1999, between National Service
Industries, Inc. and Wachovia Securities, Inc.
(6) Commercial Paper Dealer Agreement, dated as of
July 16, 1999, between National Service
Industries, Inc. and The First National Bank of
Chicago.
10(iii)A Management Contracts and Compensatory Arrangements:
(1) Executives' Deferred Compensation Plan and
Amendments
(2) Restated and Amended Supplemental Retirement Plan
for Executives of National Service Industries,
Inc. , Amendments and Appendices
(3) The National Service Industries, Inc. Senior
Management Benefit Plan and Amendments
(4) Severance Protection Agreement between National
Service Industries, Inc. and David Levy and
Amendment
(5) Severance Protection Agreements between National
Service Industries, Inc. and
(a) James S. Balloun
(b) Stewart A. Searle III
and Amendments
(6) Bonus Letter Agreements between National Service
Industries, Inc. and
(a) James S. Balloun
(b) David Levy
(c) Stewart A. Searle III
and Supplemental Letter Agreements
(7) Long-Term Incentive Program and Amendment
Page 10
ITEM 14. (Continued)
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
(8) Incentive Stock Option Agreements between
National Service Industries, Inc. and
(a) David Levy
(b) Stewart A. Searle III
(c) Brock A. Hattox
(9) Nonqualified Stock Option Agreement for Corporate
Officers between National Service Industries,
Inc. and
(a) David Levy
(b) Brock A. Hattox
(10) Nonqualified Stock Option Agreement for Corporate
Officers Effective Beginning September 21, 1994
between National Service Industries, Inc. and
David Levy
(11) Benefits Protection Trust Agreement and
Amendments
(12) Executive Benefits Trust Agreement and Amendments
(13) 1992 Nonemployee Directors' Stock Option Plan
Effective September 16, 1992 and Amendment
(14) Nonemployee Directors' Stock Option Agreement
between National Service Industries, Inc. and
(a) John L. Clendenin
(b) Robert M. Holder, Jr.
(c) James C. Kennedy
(d) Bernard Marcus
(e) John G. Medlin, Jr.
(f) Dr. Betty L. Siegel
(g) Barrie A. Wigmore
(h) Thomas C. Gallagher
(i) Charles W. McCall
(j) Herman J. Russell
(k) Sam Nunn
(15) National Service Industries, Inc. Executive
Savings Plan Effective September 1, 1994 and
Amendment
(16) Nonqualified Stock Option Agreement Effective
January 3, 1996 between National Service
Industries, Inc. and James S. Balloun
(17) National Service Industries, Inc. Nonemployee
Director Deferred Stock Unit Plan, Effective
June 1, 1996 and Amendments
(18) Employment Letter Agreement between National
Service Industries, Inc. and Brock A. Hattox,
Dated August 26, 1996
(19) Incentive Stock Option Agreement Effective
Beginning September 17, 1996 between National
Service Industries, Inc. and
(a) James S. Balloun
(b) David Levy
(c) Stewart A. Searle III
Page 11
ITEM 14. (Continued)
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
(20) Nonqualified Stock Option Agreement for Executive
Officers Effective Beginning September 17, 1996
between National Service Industries, Inc. and
(a) James S. Balloun
(b) David Levy
(c) Stewart A. Searle III
(d) Brock A. Hattox
(21) National Service Industries, Inc. Long-Term
Achievement Incentive Plan Effective
September 17, 1996 and Amendment
(22) Aspiration Achievement Incentive Award Agreements
for the Performance Cycle beginning September 1,
1996 between National Service Industries, Inc.
and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
and Amendment
[refiled to disclose confidential information
previously omitted and filed separately with the
Secrities and Exchange Commission]
(23) National Service Industries, Inc. Supplemental
Deferred Savings Plan Effective
September 18, 1996 and Amendment
(24) Stock Option Agreement for Nonemployee Directors
Dated March 19, 1997 between National
Service Industries, Inc. and
(a) John L. Clendenin
(b) Samuel A. Nunn
(25) Employment Letter Agreement between National
Service Industries, Inc. and James S.
Balloun, Dated February 1, 1996
[refiled to disclose confidential information
previously omitted and filed separately
with the Securities and Exchange Commission]
(26) Incentive Stock Option Agreement Effective
Beginning September 23, 1997 between
National Service Industries, Inc. and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(27) Nonqualified Stock Option Agreement For Executive
Officers Effective Beginning September 23, 1997
between National Service Industries, Inc. and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(28) Aspiration Achievement Incentive Award Agreements
for the Performance Cycle beginning September 1,
1997 between National Service Industries, Inc.
and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
[a confidential portion of which has been omitted
and filed separately with the Securities and
Exchange Commission]
Page 12
ITEM 14. (Continued)
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
(29) National Service Industries, Inc. Management
Compensation and Incentive Plan as Amended
and Restated, Effective as of September 1,
1998.
(30) Incentive Stock Option Agreement for Executive
Officers Effective Beginning September 22, 1998
between National Service Industries, Inc. and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(31) Nonqualified Stock Option Agreement for Executive
Officers Effective Beginning September 22, 1998
between National Service Industries, Inc. and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(32) Aspiration Achievement Incentive Award Agreements
for the Performance Cycle beginning September 1,
1998 between National Service Industries, Inc.
and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
[a confidential portion of which has been omitted
and filed separately with the Securities and
Exchange Commission]
(33) Employment Letter Agreement between National
Service Industries, Inc. and George H. Gilmore,
Jr., Dated May 5, 1999.
(34) Severance Protection Agreements between National
Service Industries, Inc. and
(a) Brock A. Hattox (September 9, 1996)
(b) George H. Gilmore, Jr. (June 1, 1999)
(35) Bonus Letter Agreements between National Service
Industries, Inc. and
(a) Brock A. Hattox (September 9, 1996)
(b) George H. Gilmore, Jr. (June 1, 1999)
(36) Incentive Stock Option Agreement for Executive
Officers Effective Beginning June 1, 1999 between
National Service Industries, Inc. and George H.
Gilmore, Jr.
(37) Nonqualified Stock Option Agreement for Executive
Officers Effective Beginning June 1, 1999 between
National Service Industries, Inc. and George H.
Gilmore, Jr.
(38) Aspiration Achievement Incentive Award Agreement
for the Performance Cycle beginning September 1,
1997 between National Service Industries, Inc.
and George H. Gilmore, Jr., Dated June 1, 1999.
[a confidential portion of which has been omitted
and filed separately with the Securities and
Exchange Commission]
Page 13
ITEM 14. (Continued)
Reference No. from
Reg. 229.601
Item 601 Description of Exhibit
(39) Aspiration Achievement Incentive Award
Agreement for the Performance Cycle beginning
September 1, 1998 between National Service
Industries, Inc. and George H. Gilmore, Jr.,
Dated June 1, 1999.
[a confidential portion of which has been
omitted and filed separately with the
Securities and Exchange Commission]
(40) Aspiration Achievement Incentive Award Agreements
for the Performance Cycle beginning September 1,
1999 between National Service Industries, Inc.
and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(e) George H. Gilmore, Jr.
[a confidential portion of which has been
omitted and filed separately with the Securities
and Exchange Commission]
12 Ratio of Earnings to Fixed Charges
13 Information Incorporated by Reference from Annual
Report for the Year Ended August 31, 1999
21 List of Subsidiaries
23 Consent of Independent Public Accountants
24 Powers of Attorney
27 Financial Data Schedule for the Year Ended August 31,
1999
(b) The company filed Form 8-K on August 3, 1999, with respect to the merger
with Holophane Corporation.
(c) Exhibits 2, 9, 11, 18, 22, and 28 have been omitted because they are not
applicable.
(d) Not applicable.
Page 14
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, 1999 By: /s/ Helen D. Haines
------------------ -------------------------
Helen D. Haines
Vice President and Secretary
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
James S. Balloun* Chairman, President, and Chief Executive Officer
and Director
Brock Hattox* Executive Vice President and
Chief Financial Officer
Mark R. Bachmann* Vice President and Controller
John L. Clendenin* Director
Thomas C. Gallagher* Director
Robert M. Holder, Jr.* Director
James C. Kennedy* Director
--November 17, 1999
David Levy Director
Bernard Marcus* Director
John G. Medlin, Jr.* Director
Samuel A. Nunn* Director
Herman J. Russell* Director
Betty L. Siegel* Director
Kathy Brittain White* Director
Barrie A. Wigmore* Director
*By /s/ David Levy Attorney-in-Fact
David Levy
Page 15
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 8, 1999. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in Item 14 in this Form 10-K is the
responsibility of the company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states 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
Atlanta, Georgia
October 8, 1999
Page 16
SCHEDULE II
NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED AUGUST 31, 1999, 1998, AND 1997
(In thousands)
Additions Charged to
Balance at ------------------------------------ Balance at
Beginning Costs and Other End
Description of Period Expenses Accounts (1) Deductions (2) of Period
- ----------------------------- -------------- ------------ --------------- ---------------- ------------
YEAR ENDED AUGUST 31, 1999:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts $ 4,631 $ 3,651 $ 1,709 $ 3,685 $ 6,306
========== ========== ========== =========== ==========
YEAR ENDED AUGUST 31, 1998:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts $ 4,302 $ 3,558 $ 214 $ 3,443 $ 4,631
========== ========== ========== =========== ==========
YEAR ENDED AUGUST 31, 1997:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts $ 5,807 $ 2,276 $ (745) $ 3,036 $ 4,302
========== ========== ========== =========== ==========
(1) Recoveries credited to reserve, reserves recorded in acquisitions, and
reserves removed in sale of businesses.
(2) Uncollectible accounts written off.
Page 17
INDEX TO EXHIBITS
Page No.
EXHIBIT 3 (a) Amended and Restated Certificate of Reference is made to Exhibit 3 of
Incorporation registrant's Form 10-Q for the quarter
ended February 28, 1998, which is
incorporated herein by reference.
(b) Certificate of Amendment of Restated Reference is made to Exhibit 3(a) of
Certificate of Incorporation registrant's Form 10-Q for the quarter
ended November 30, 1998, which is
incorporated herein by reference.
(c) By-Laws as Amended and Restated July 7, 28
1999.
EXHIBIT 4 (a) Amended and Restated Rights Agreement dated Reference is made to Exhibit 4.1 of
as of December 17, 1997 between National Service registrant's Form 8-A/A as filed with the
Industries, Inc. and Wachovia Bank, N.A. Commission on December 17, 1997, which is
(replacing Wachovia Bank, N.A. with First Chicago incorporated herein by reference.
Trust Company)
(b) First Amendment dated as of April 30, 1998 Reference is made to Exhibit 1 of
between National Service Industries, Inc. and registrant's Form 8-A/A-3 as filed
First Chicago Trust Company of New York, to the with the Commission on June 22, 1998,
Amended and Restated Rights Agreement, dated as which is incorporated herein by reference.
of December 17, 1997 between National Service
Industries, Inc. and Wachovia Bank, N.A
(c) Second Amendment dated as of January 6, 1999 Reference is made to Exhibit 1 of
between National Service Industries, Inc. and registrant's Form 8-A/A-4 as filed with
First Chicago Trust Company of New York, to the the Commission on January 12, 1999, which
Amended and Restated Rights Agreement, dated as is incorporated herein by reference.
of December 17, 1997 between National Service
Industries, Inc. and First Chicago Trust Company
of New York, as Rights Agent, as amended.
EXHIBIT 10(i)A (1) US$250,000,000 Credit Agreement dated as Reference is made to Exhibit 10(i)A of
of July 23, 1996 among National Service registrant's Form 10-Q for the quarter
Industries, Inc., Certain of its ended May 31, 1998, which is incorporated
Subsidiaries, Certain Listed Banks, herein by reference.
Wachovia Bank of Georgia, N.A., as Agent,
and Nationsbank, N.A. (South) and Suntrust
Bank, Atlanta, as Co-Agents
(2) US$250,000,000 Credit Agreement, dated as Reference is made to Exhibit (b)(8) of
of July 15, 1999, among National Service registrant's Schedule 14D-1 as filed with
Industries, Inc., Wachovia Bank, N.A., The the Commission on June 25, 1999, as
First National Bank of Chicago, Banc One amended and supplemented by Amendment No.
Capital Markets, Inc., Wachovia 2, filed July 20, 1999, which is
Securities, Inc., Commerzbank AG, New York incorporated herein by reference.
Branch, ABN Amro, N.V., and the other
banks listed therein.
Page 18
INDEX TO EXHIBITS
Page No.
(3) Commercial Paper Dealer Agreement, dated Reference is made to Exhibit (b)(4) of
as of July 16, 1999, between National registrant's Schedule 14D-1 as filed with
Service Industries, Inc. and Goldman, the Commission on June 25, 1999, as
Sachs & Co. amended and supplemented by Amendment No.
2, filed July 20, 1999, which is
incorporated herein by reference.
(4) Commercial Paper Dealer Agreement, dated Reference is made to Exhibit (b)(5) of
as of July 16, 1999, between National registrant's Schedule 14D-1 as filed with
Service Industries, Inc. and J.P. Morgan the Commission on June 25, 1999, as
Securities, Inc. amended and supplemented by Amendment No.
2, filed July 20, 1999, which is
incorporated herein by reference.
(5) Commercial Paper Dealer Agreement, dated Reference is made to Exhibit (b)(6) of
as of July 16, 1999, between National registrant's Schedule 14D-1 as filed with
Service Industries, Inc. and Wachovia the Commission on June 25, 1999, as
Securities, Inc. amended and supplemented by Amendment No.
2, filed July 20, 1999, which is
incorporated herein by reference.
(6) Commercial Paper Dealer Agreement, dated Reference is made to Exhibit (b)(7) of
as of July 16, 1999, between National registrant's Schedule 14D-1 as filed with
Service Industries, Inc. and The First the Commission on June 25, 1999, as
National Bank of Chicago. amended and supplemented by Amendment No.
2, filed July 20, 1999, which is
incorporated herein by reference.
EXHIBIT 10(iii)A Management Contracts and Compensatory
Arrangements:
(1) (a)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 is
incorporated herein by reference.
(b)First Amendment To Executives' Deferred Reference is made to Exhibit
Compensation Plan, Dated September 21, 1989 10(iii)A(b)-(ii) of registrant's Form
10-K for the fiscal year ended August
31, 1989, which is incorporated herein by
reference.
(c)Second Amendment to Executives' Reference is made to Exhibit 10(iii)A(a)
Deferred Compensation Plan, Effective as of registrant's Form 10-Q for the quarter
of September 1, 1994. ended November 30, 1994, which is
incorporated herein by reference.
(d)Amendment No. 3 to Executives' Deferred Reference is made to Exhibit
Compensation Plan, Dated August 31, 1996 10(iii)A(2)(d) of registrant's Form 10-K
for the fiscal year ended August 31,
1996, which is incorporated herein by
reference.
(2) (a)Restated and Amended Supplemental Reference is made to Exhibit
Retirement Plan for Executives of National 10(iii)A(c)-(i) of registrant's Form
Service Industries, Inc. 10-K for the fiscal year ended August
31, 1993, which is incorporated herein
by reference.
Page 19
INDEX TO EXHIBITS
Page No.
(b)Amendment to Restated and Amended Reference is made to Exhibit
Supplemental Retirement Plan for 10(iii)A(a) of registrant's Form 10-Q
Executives of National Service Industries, for the quarter ended February 28,
Inc. 1994, which is incorporated herein by
reference.
(c)Appendix B to Restated and Amended Reference is made to Exhibit
Supplemental Retirement Plan for 10(iii)A(e) of registrant's Form 10-Q
Executives of National Service Industries, for the quarter ended February 29,
Inc., Effective February 1, 1996 1996, which is incorporated herein by
reference.
(d)Appendix C to Restated and Amended Reference is made to Exhibit
Supplemental Retirement Plan for 10(iii)A(d) of registrant's Form 10-Q
Executives of National Service Industries, for the quarter ended May 31, 1996,
Inc., Effective May 31, 1996 which is incorporated herein by
reference.
(e)Amendment No. 2 to Restated and Amended Reference is made to Exhibit
Supplemental Retirement Plan for 10(iii)A(3)(e) of registrant's Form
Executives of National Service Industries, 10-K for the fiscal year ended August
Inc., Dated August 31, 1996 31, 1996, which is incorporated herein
by reference.
(f)Appendix E to Restated and Amended 44
Supplemental Retirement Plan for Executives
of National Service Industries, Inc.
effective September 18, 1996.
(g) Appendix F to Restated and Amended 45
Supplemental Retirement Plan for Executives
of National Service Industries, Inc.
effective June 1, 1999.
(3) (a)The National Service Industries, Inc. Reference is made to Exhibit
Senior Management Benefit Plan, Dated 10(iii)A(f) of registrant's Form 10-K
August 15, 1985 for the fiscal year ended August 31,
1985, which is incorporated herein by
reference.
(b)First Amendment to National Service Reference is made to Exhibit
Industries, Inc. Senior Management Benefit 10(iii)A(e)-(ii) of registrant's Form
Plan, Dated September 21, 1989 10-K for the fiscal year ended August
31, 1989, which is incorporated herein
by reference.
(c)Amendment No. 2 to National Service Reference is made to Exhibit
Industries, Inc. Senior Management Benefit 10(iii)A(d)(iii) of registrant's Form
Plan, Dated September 16, 1994 10-K for the fiscal year ended August
31, 1994, which is incorporated herein
by reference.
(d)Amendment No. 3 to National Service Reference is made to Exhibit
Industries, Inc. Senior Management 10(iii)A(4)(d) of registrant's Form
Benefit Plan, Dated August 31, 1996 10-K for the fiscal year ended August
31, 1996, which is incorporated herein
by reference.
Page 20
INDEX TO EXHIBITS
Page No.
(4) (a)Severance Protection Agreement between Reference is made to Exhibit
National Service Industries, Inc. and 10(iii)A(h) of registrant's Form 10-K
David Levy for the fiscal year ended August 31,
1989, which is incorporated herein by
reference.
(b)Amendment to Severance Protection Reference is made to Exhibit
Agreement between National Service 10(iii)A(5)(b) of registrant's Form
Industries, Inc. and David Levy, Dated 10-K for the fiscal year ended August
August 31, 1996 31, 1996, which is incorporated herein
by reference.
(5) (a)Severance Protection Agreements between Reference is made to Exhibit
National Service Industries, Inc. and 10(iii)A(c) of registrant's Form 10-Q
(i) James S. Balloun (February 1, 1996) for the quarter ended February 29,
(ii) Stewart A. Searle III (June 19, 1996) 1996, which is incorporated herein by
reference.
(b)Amendment to Severance Protection Reference is made to Exhibit
Agreements, Dated August 31, 1996 10(iii)A(6)(b) of registrant's Form
10-K for the fiscal year ended August
31, 1996, which is incorporated herein
by reference.
(6) (a)Bonus Letter Agreements between Reference is made to Exhibit
National Service Industries, Inc. and 10(iii)A(j) of registrant's Form 10-K
(i) James S. Balloun (February 1, 1996) for the fiscal year ended August 31,
(ii) David Levy (October 1, 1989) 1989, and to Exhibit 10(iii)A(d) of the
(iii) Stewart A. Searle III (June 19, 1996) registrant's Form 10-Q for the quarter
ended February 29, 1996, which are
incorporated herein by reference.
(b)Supplemental Letter Agreement, Dated Reference is made to Exhibit
August 31, 1996 10(iii)A(7)(b) of registrant's Form
10-K for the fiscal year ended August
31, 1996, which is incorporated herein
by reference.
(7) (a)Long-Term Incentive Program, Dated Reference is made to Exhibit
September 20, 1989 10(iii)A(k) of registrant's Form 10-K
for the fiscal year ended August 31,
1989, which is incorporated herein by
reference.
(b)Amendment No. 1 to Long-Term Incentive Reference is made to Exhibit
Program, Dated September 21, 1994 10(iii)A(h)(ii) of registrant's Form
10-K for the fiscal year ended August
31, 1994, which is incorporated herein
by reference.
Page 21
INDEX TO EXHIBITS
Page No.
(8) Incentive Stock Option Agreements between Reference is made to Exhibit
National Service Industries, Inc. and 10(iii)A(1) of registrant's Form 10-K
(a) David Levy for the fiscal year ended August 31,
(b) Stewart A. Searle III 1989, which is incorporated herein by
(c) Brock A. Hattox reference.
(9) Nonqualified Stock Option Agreement for Reference is made to Exhibit
Corporate Officers between National 10(iii)A(j) of registrant's Form 10-K
Service Industries, Inc. and for the fiscal year ended August 31,
(a) David Levy 1992, which is incorporated herein by
(b) Brock A. Hattox reference.
(10) Nonqualified Stock Option agreement for Reference is made to Exhibit
Corporate Officers Effective Beginning 10(iii)A(k) of registrant's Form 10-K
September 21, 1994 between National for the fiscal year ended August 31,
Service Industries, Inc. and David Levy 1994, which is incorporated herein by
reference.
(11) (a)Benefits Protection Trust Agreement Reference is made to Exhibit
Dated July 5, 1990, between National 10(iii)A(n) of registrant's Form 10-K
Service Industries, Inc. and Wachovia Bank for the fiscal year ended August 31,
and Trust Company 1990, which is incorporated herein by
reference.
(b)Amendment to Benefits Protection Trust Reference is made to Exhibit
Agreement between National Service 10(iii)A(12)(c) of registrant's Form
Industries, Inc. and Wachovia Bank and 10-K for the fiscal year ended August
Trust Company and Adoption, Dated August 31, 1996, which is incorporated herein
31, 1996 by reference.
(c)Amendment No. 2 to Benefits Protection Reference is made to Exhibit
Trust Agreement between National Service 10(iii)A(3) of registrant's Form 10-Q
Industries, Inc. and Wachovia Bank and for the quarter ended November 30,
Trust Company, Dated September 23, 1997 1997, which is incorporated herein by
reference.
(d)Amended Schedule 1 of Benefits Reference is made to Exhibit
Protection Trust Agreement between 10(iii)A(4) of registrant's Form 10-Q
National Service Industries, Inc. and for the quarter ended November 30,
Wachovia Bank and Trust Company, Dated 1997, which is incorporated herein by
September 23, 1997 reference.
(e)Amendment No. 3 to Benefits Protection Reference is made to Exhibit
Trust Agreement between National Service 10(iii)A(4) of registrant's Form 10-Q
Industries, Inc. and Wachovia Bank, N.A. for the quarter ended November 30,
(formerly Wachovia Bank and Trust 1998, which is incorporated herein by
Company), Dated January 6, 1999. reference.
(12) (a)Executive Benefits Trust Agreement Reference is made to Exhibit
Dated July 5, 1990, between National 10(iii)A(o) of registrant's Form 10-K
Service Industries, Inc. and Wachovia Bank for the fiscal year ended August 31,
and Trust Company 1990, which is incorporated herein by
reference.
Page 22
INDEX TO EXHIBITS
Page No.
(b)Amendment to Executive Benefits Trust Reference is made to Exhibit
Agreement between National Service 10(iii)A(13) of registrant's Form 10-K
Industries, Inc. and Wachovia Bank and for the fiscal year ended August 31,
Trust Company and Adoption, Dated August 1996, which is incorporated herein by
31, 1996 reference.
(c)Amended Schedule 1 of Executive Reference is made to Exhibit
Benefits Trust Agreement between National 10(iii)A(5) of registrant's Form 10-Q
Service Industries, Inc. and Wachovia for the quarter ended November 30,
Bank, N.A. (formerly Wachovia Bank and 1997, which is incorporated herein by
Trust Company), Dated September 23, 1997 reference.
(d)Amendment No. 2 to Executive Benefits Reference is made to Exhibit
Trust Agreement between National Service 10(iii)A(5) of registrant's Form 10-Q
Industries, Inc. and Wachovia Bank, N.A. for the quarter ended November 30,
(formerly Wachovia Bank and Trust 1998, which is incorporated herein by
Company), Dated January 6, 1999. reference.
(13) (a)National Service Industries, Inc. 1992 Reference is made to Exhibit
Nonemployee Directors' Stock Option Plan, 10(iii)A(o) of registrant's Form 10-K
Effective September 16, 1992 for the fiscal year ended August 31,
1992, which is incorporated herein by
reference.
(b)First Amendment to the National Service Reference is made to Exhibit
Industries, Inc. 1992 Nonemployee 10(iii)A(13)(b) of registrant's Form
Directors' Stock Option Plan, Dated March 10-K for the fiscal year ended August
24, 1998 31, 1998, which is incorporated herein
by reference.
(14) Nonemployee Directors' Stock Option Reference is made to Exhibit
Agreement between National Service 10(iii)A(q) of registrant's Form 10-K
Industries, Inc. and for the fiscal year ended August 31,
(a) John L. Clendenin 1994, which is incorporated herein by
(b) Robert M. Holder, Jr. reference.
(c) James C. Kennedy
(d) Bernard Marcus
(e) John G. Medlin, Jr.
(f) Dr. Betty L. Siegel
(g) Barrie A. Wigmore
(h) Thomas C. Gallagher
(i) Charles W. McCall
(j) Herman J. Russell
(k) Samuel A. Nunn
(15) (a)National Service Industries, Inc. Reference is made to Exhibit
Executive Savings Plan, Effective 10(iii)A(s) of registrant's Form 10-K
September 1, 1994 for the fiscal year ended August 31,
1994, which is incorporated herein by
reference.
(b)Amendment No. 1 to National Service Reference is made to Exhibit
Industries, Inc. Executive Savings Plan, 10(iii)A(17)(b) of registrant's Form
Dated August 31, 1996 10-K for the fiscal year ended August
31, 1996, which is incorporated herein
by reference.
Page 23
INDEX TO EXHIBITS
Page No.
(16) Nonqualified Stock Option Agreement Reference is made to Exhibit
Effective January 3, 1996 between National 10(iii)A(b) of registrant's Form 10-Q
Service Industries, Inc. and James S. for the quarter ended February 28,
Balloun 1996, which is incorporated herein by
reference.
(17) (a)National Service Industries, Inc. Reference is made to Exhibit
Nonemployee Director Deferred Stock Unit 10(iii)A(26) of registrant's Form 10-K
Plan, Effective June 1, 1996 for the fiscal year ended August 31,
1996, which is incorporated herein by
reference.
(b)Amendment No. 1 to National Service Reference is made to Exhibit
Industries, Inc. Nonemployee Director 10(iii)A(6) of registrant's Form 10-Q
Deferred Stock Unit Plan, Effective for the quarter ended November 30,
December 1, 1997 1997, which is incorporated herein by
reference.
(c)Amendment No. 2 to National Service Reference is made to Exhibit
Industries, Inc. Nonemployee Director 10(iii)A(19)(c) of registrant's Form
Deferred Stock Unit Plan, Effective 10-K for the fiscal year ended August
December 31, 1997 31, 1998, which is incorporated herein
by reference.
(18) Employment Letter Agreement between Reference is made to Exhibit
National Service Industries, Inc. and 10(iii)A(28) of registrant's Form 10-K
Brock A. Hattox, Dated August 26, 1996 for the fiscal year ended August 31,
1996, which is incorporated herein by
reference.
(19) Incentive Stock Option Agreement Effective Reference is made to Exhibit
Beginning September 17, 1996 between 10(iii)A(5) of registrant's Form 10-Q
National Service Industries, Inc. and for the quarter ended November 30,
(a) James S. Balloun 1996, which is incorporated herein by
(b) David Levy reference.
(c) Stewart A. Searle III
(20) Nonqualified Stock Option Agreement for Reference is made to Exhibit
Executive Officers Effective Beginning 10(iii)A(6) of registrant's Form 10-Q
September 17, 1996 between National for the quarter ended November 30,
Service Industries, Inc. and 1996, which is incorporated herein by
(a) James S. Balloun reference.
(b) David Levy
(c) Stewart A. Searle III
(d) Brock A. Hattox
(21) (a)National Service Industries, Inc. Reference is made to Exhibit
Long-Term Achievement Incentive Plan, 10(iii)A(7) of registrant's Form 10-Q
Effective September 17, 1996 for the quarter ended November 30,
1996, which is incorporated herein by
reference.
(b)Amendment No. 1 to National Service Reference is made to Exhibit
Industries, Inc. Long-Term Achievement 10(iii)A(9) of registrant's Form 10-Q
Incentive Plan, Dated April 7, 1999 for the quarter ended May 31, 1999,
which is incorporated herein by
reference.
Page 24
INDEX TO EXHIBITS
Page No.
(22) (a)Aspiration Achievement Incentive Award 46
Agreements for the Performance Cycle
beginning September 1, 1996 between
National Service Industries, Inc. and
(i) James S. Balloun
(ii) Brock A. Hattox
(iii) David Levy
(iv) Stewart A. Searle III
[refiled to disclose confidential
information previously omitted and filed
separately with the Securities and
Exchange Commission]
(b) Amendment of Aspiration Achievement Reference is made to Exhibit
Incentive Award Agreement and Election 10(iii)A(8) of registrant's Form 10-Q
Form for Performance Cycle Ending August for the quarter ended May 31, 1999,
31, 1999 between National Service which is incorporated herein by
Industries, Inc. and: reference.
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(23) (a)National Service Industries, Inc. Reference is made to Exhibit
Supplemental Deferred Savings Plan, 10(iii)A(9) of registrant's Form 10-Q
Effective September 18, 1996 for the quarter ended November 30,
1996, which is incorporated herein by
reference.
(b)Amendment No. 1 to National Service 61
Industries, Inc. Supplemental Deferred
Savings Plan, Dated December 29, 1997
(24) Stock Option Agreement for Nonemployee Reference is made to Exhibit 10(iii)A
Directors Dated March 19, 1997 between of registrant's Form 10-Q for the
National Service Industries, Inc. and quarter ended May 31, 1997, which is
(a) John L. Clendenin incorporated herein by reference.
(b) Samuel A. Nunn
(25) Employment Letter Agreement between Reference is made to Exhibit
National Service Industries, Inc. and 10(iii)A(2) of registrant's Form 10-Q
James S. Balloun, Dated February 1, 1996 for the quarter ended November 30,
1997, which is incorporated herein by
[refiled to disclose confidential reference.
information previously omitted and filed
separately with the Securities and
Exchange Commission]
(26) Incentive Stock Option Agreement Effective Reference is made to Exhibit
Beginning September 23, 1997 between 10(iii)A(7) of registrant's Form 10-Q
National Service Industries, Inc. and for the quarter ended November 30,
(a) James S. Balloun 1997, which is incorporated herein by
(b) Brock A. Hattox reference.
(c) David Levy
(d) Stewart A. Searle III
Page 25
INDEX TO EXHIBITS
Page No.
(27) Nonqualified Stock Option Agreement For Reference is made to Exhibit
Executive Officers Effective Beginning 10(iii)A(8) of registrant's Form 10-Q
September 23, 1997 between National for the quarter ended November 30,
Service Industries, Inc. and 1997, which is incorporated herein by
(a) James S. Balloun reference.
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(28) Aspiration Achievement Incentive Award Reference is made to Exhibit
Agreements for the Performance Cycle 10(iii)A(9) of registrant's Form 10-Q
beginning September 1, 1997 between for the quarter ended November 30,
National Service Industries, Inc. and 1997, which is incorporated herein by
(a) James S. Balloun reference.
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
[a confidential portion of which has been
omitted and filed separately with the
Securities and Exchange Commission]
(29) National Service Industries, Inc. Reference is made to Exhibit
Management Compensation and Incentive Plan 10(iii)A(31) of registrant's Form 10-K
as Amended and Restated, Effective as of for the fiscal year ended August 31,
September 1, 1998. 1998, which is incorporated herein by
reference.
(30) Incentive Stock Option Agreement for Reference is made to Exhibit
Executive Officers Effective Beginning 10(iii)A(1) of registrant's Form 10-Q
September 22, 1998 between National for the quarter ended November 30,
Service Industries, Inc. and 1998, which is incorporated herein by
(a) James S. Balloun reference.
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(31) Nonqualified Stock Option Agreement for Reference is made to Exhibit
Executive Officers Effective Beginning 10(iii)A(2) of registrant's Form 10-Q
September 22, 1998 between National for the quarter ended November 30,
Service Industries, Inc. and 1998, which is incorporated herein by
(a) James S. Balloun reference.
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(32) Aspiration Achievement Incentive Award Reference is made to Exhibit
Agreements for the Performance Cycle 10(iii)A(3) of registrant's Form 10-Q
beginning September 1, 1998 between for the quarter ended November 30,
National Service Industries, Inc. and 1998, which is incorporated herein by
(a) James S. Balloun reference.
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
[a confidential portion of which has been
omitted and filed separately with the
Securities and Exchange Commission]
Page 26
INDEX TO EXHIBITS
Page No.
(33) Employment Letter Agreement between Reference is made to Exhibit
National Service Industries, Inc. and 10(iii)A(1) of registrant's Form 10-Q
George H. Gilmore, Jr., Dated May 5, 1999. for the quarter ended May 31, 1999,
which is incorporated herein by
reference.
(34) Severance Protection Agreements between 64
National Service Industries, Inc. and
(a) Brock A. Hattox (September 9, 1996)
(b) George H. Gilmore, Jr. (June 1, 1999)
(35) Bonus Letter Agreements between National 80
Service Industries, Inc. and
(a) Brock A. Hattox (September 9, 1996)
(b) George H. Gilmore, Jr. (June 1, 1999)
(36) Incentive Stock Option Agreement for Reference is made to Exhibit
Executive Officers Effective Beginning 10(iii)A(4) of registrant's Form 10-Q
June 1, 1999 between National Service for the quarter ended May 31, 1999,
Industries, Inc. and George H. Gilmore, Jr. which is incorporated herein by
reference.
(37) Nonqualified Stock Option Agreement for Reference is made to Exhibit
Executive Officers Effective Beginning 10(iii)A(5) of registrant's Form 10-Q
June 1, 1999 between National Service for the quarter ended May 31, 1999,
Industries, Inc. and George H. Gilmore, Jr. which is incorporated herein by
reference.
(38) Aspiration Achievement Incentive Award Reference is made to Exhibit
Agreement for the Performance Cycle 10(iii)A(6) of registrant's Form 10-Q
beginning September 1, 1997 between for the quarter ended May 31, 1999,
National Service Industries, Inc. and which is incorporated herein by
George H. Gilmore, Jr., Dated June 1, 1999. reference.
[a confidential portion of which has been
omitted and filed separately with the
Securities and Exchange Commission]
(39) Aspiration Achievement Incentive Award Reference is made to Exhibit
Agreement for the Performance Cycle 10(iii)A(7) of registrant's Form 10-Q
beginning September 1, 1998 between for the quarter ended May 31, 1999,
National Service Industries, Inc. and which is incorporated herein by
George H. Gilmore, Jr., Dated June 1, 1999. reference.
[a confidential portion of which has been
omitted and filed separately with the
Securities and Exchange Commission]
Page 27
INDEX TO EXHIBITS
Page No.
(40) Aspiration Achievement Incentive Award 83
Agreements for the Performance Cycle
beginning September 1, 1999 between
National Service Industries, Inc. and
(a) James S. Balloun
(b) Brock A. Hattox
(c) David Levy
(d) Stewart A. Searle III
(e) George H. Gilmore, Jr.
[a confidential portion of which has been
omitted and filed separately with the
Securities and Exchange Commission]
EXHIBIT 12 Ratio of Earnings to Fixed Charges Reference is made to Exhibit 12 of
registrant's Form 10-Q for the quarter
ended November 30, 1998, which is
incorporated herein by reference.
EXHIBIT 13 Information Incorporated by Reference from 101
Annual Report for the Year Ended August
31, 1999
EXHIBIT 21 List of Subsidiaries 125
EXHIBIT 23 Consent of Independent Public Accountants 126
EXHIBIT 24 Powers of Attorney 127
EXHIBIT 27 Financial Data Schedule for the Year Ended 139
August 31, 1999