SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
April 23, 1998
MAC-GRAY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 011-13495 04-3361982
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
22 Water Street, Cambridge, MA 02141
(Address of principal executive offices and zip code)
(617) 492-4040
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
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(a) On April 23, 1998, Mac-Gray Corporation, a Delaware corporation (the
"Registrant"), acquired Copico, Inc., a Massachusetts corporation ("Copico"),
through the purchase by Mac-Gray Services, Inc., a Delaware corporation and
wholly-owned subsidiary of the Registrant ("Mac-Gray Services"), of one hundred
percent of the outstanding capital stock of Copico. The acquisition was
completed pursuant to a Stock Purchase Agreement, dated as of March 31, 1998
(the "Copico Agreement"), by and among Mac-Gray Services, Copico and certain
stockholders.
In consideration and pursuant to the Copico Agreement, the Registrant
issued 250,000 shares of its common stock, par value $.01 per share (the
"Registrant's Common Stock"), valued at approximately $4.2 million based upon
the closing price of the Registrant's Common Stock (NYSE: TUC) on April 23,
1998. The cash portion of the purchase price was approximately $11.1 million,
including the payment of approximately $6.1 million of debt.
The funds used to pay the cash portion of the consideration were comprised
primarily of borrowings under the Registrant's $90 million senior secured
revolving and term loan credit facility with State Street Bank and Trust
Company, CoreStates Bank and BankBoston, N.A. (the "Credit Facility").
Copico is a major provider of card and coin-operated reprographics
equipment and services to the academic and public library markets in New
England, New York and Florida. Copico provides and services copiers, laser
printers and microform reader-printers for libraries of colleges, universities
and graduate schools. Copico also is the sole provider of reprographics
services to the New York public library system, as well as other public
libraries.
(b) On April 24, 1998, the Registrant acquired through Mac-Gray Services, one
hundred percent of the outstanding capital stock of Amerivend Corporation, a
Florida corporation, and the assets of Amerivend Southeast Corporation, a
Georgia corporation (together with Amerivend Corporation, "Amerivend"). The
acquisition was completed pursuant to a Stock and Asset Purchase Agreement,
dated as of March 4, 1998 (the "Amerivend Agreement"), by and among Mac-Gray
Services, Amerivend, Gerald E. Pulver and the Gerald E. Pulver Grantor Retained
Annuity Trust.
Pursuant to the Amerivend Agreement, the purchase price was approximately
$33.3 million in cash, including the payment of approximately $6.8 million of
debt. A portion of the purchase price, $1.5 million, is being held in escrow to
satisfy any potential claims in accordance with the Amerivend Agreement. The
funds used to pay the purchase price were comprised primarily of borrowings
under the Credit Facility.
Amerivend is a provider of card and coin-operated laundry equipment in
Florida and Georgia. Amerivend also is the principal distributor of Maytag
Corporation's commercial laundry products in Alabama, Florida and Georgia.
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Item 5. Other Events
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On April 24 and 27, 1998, the Registrant issued the press releases attached
as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired
To the extent required by this Item, financial statements of the businesses
acquired will be filed by the Registrant by amendment of this Current Report on
Form 8-K no later than July 7, 1998.
(b) Pro Forma Financial Information
To the extent required by this Item, pro forma financial information will
be filed by the Registrant by amendment of this Current Report on Form 8-K no
later than July 7, 1998.
(c) Exhibits
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated as of March 31, 1998, by and
among Mac-Gray Services, Inc., Copico, Inc. and certain
stockholders, is incorporated by reference herein to the
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on April 9, 1998 (Reg. No. 333-49795).
2.2 Stock and Asset Purchase Agreement, dated as of March 4, 1998, by
and among Mac-Gray Services, Inc., Amerivend Corporation,
Amerivend Southeast Corporation, Gerald E. Pulver and the Gerald
E. Pulver Grantor Retained Annuity Trust. Pursuant to Item
601(b)(2) of Regulation S-K, the Schedules referred to in the
Stock and Asset Purchase Agreement are omitted. The Registrant
hereby undertakes to furnish supplementally a copy of any omitted
Schedule to the Commission upon request.
99.1 Press release announcing the completion of the acquisition by
Mac-Gray Services, Inc. of the outstanding capital stock of
Copico, Inc., dated April 24, 1998.
99.2 Press release announcing the completion of the acquisition by
Mac-Gray Services, Inc. of the outstanding capital stock of
Amerivend Corporation and the assets of Amerivend Southeast
Corporation, dated April 27, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 11, 1998 MAC-GRAY CORPORATION
By: /s/ Patrick A. Flanagan
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Patrick A. Flanagan
Executive Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated as of March 31, 1998, by and
among Mac-Gray Services, Inc., Copico, Inc. and certain
stockholders, is incorporated by reference herein to the
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on April 9, 1998 (Reg. No. 333-49795).
2.2 Stock and Asset Purchase Agreement, dated as of March 4, 1998, by
and among Mac-Gray Services, Inc., Amerivend Corporation,
Amerivend Southeast Corporation, Gerald E. Pulver and the Gerald
E. Pulver Grantor Retained Annuity Trust. Pursuant to Item
601(b)(2) of Regulation S-K, the Schedules referred to in the
Stock and Asset Purchase Agreement are omitted. The Registrant
hereby undertakes to furnish supplementally a copy of any omitted
Schedule to the Commission upon request.
99.1 Press release announcing the completion of the acquisition by
Mac-Gray Services, Inc. of the outstanding capital stock of
Copico, Inc., dated April 24, 1998.
99.2 Press release announcing the completion of the acquisition by
Mac-Gray Services, Inc. of the outstanding capital stock of
Amerivend Corporation and the assets of Amerivend Southeast
Corporation, dated April 27, 1998.
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