SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
February 28, 2001
MAC-GRAY CORPORATION
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(Exact name of registrant as specified in charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13495
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(Commission file number)
04-3361982
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(IRS employer identification number)
22 Water Street, Cambridge, Massachusetts 02141
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(Address of principal executive offices) (Zip code)
(617) 492-4040
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(Registrant's telephone number, including area code)
Item 5. OTHER EVENTS
On February 28, 2001, pursuant to the terms of the Shareholder Rights
Agreement (the "Rights Agreement") adopted by the Board of Directors of
Mac-Gray Corporation (the "Company") on June 15, 1999, and amended on
February 28, 2001, the Company substituted American Stock Transfer & Trust
Company as Rights Agent in place of State Street Bank and Trust Company, the
former Rights Agent. This action mirrors our substitution of American Stock
Transfer & Trust Company as transfer agent of the stock of the Company. A
copy of the amendment to the Rights Agreement facilitating the change of the
rights agent by lowering the combined capital and surplus requirement for a
successor rights agent and permitting the Company to provide notice of the
appointment of a successor rights agent by any means reasonably determined by
the Company to inform rights holders, is attached as Exhibit 99.1 to this
Form 8-K.
Item 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Amendment No. 1 to Shareholder Rights Agreement dated
June 15, 1999 between Mac-Gray Corporation and State Street
Bank and Trust Company, as Rights Agent, made as of
February 28, 2001.
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SIGNATURE
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 hereunto duly authorized.
Date: February 28, 2001 By: /s/ Stewart G. MacDonald, Jr.
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Name: Stewart G. MacDonald, Jr.
Title: Chairman and C.E.O.
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Amendment No. 1 to Shareholder Rights Agreement dated
June 15, 1999 between Mac-Gray Corporation and State Street
Bank and Trust Company, as Rights Agent, made as of
February 28, 2001.
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