SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
UniFirst Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 14, 2003
The Annual Meeting of the Shareholders of UniFirst Corporation (the
"Company" or "UniFirst") will be held at the Conference Center of Goodwin
Procter LLP, located on the second floor at Exchange Place, Boston,
Massachusetts 02109-2881 on January 14, 2003 at 10:00 A.M. for the following
purposes:
1. To elect two Class I Directors, each to serve for a term of three
years; and
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
By Order of the Board of Directors
RAYMOND C. ZEMLIN, Clerk
December 11, 2002
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. YOUR PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS USE.
UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
---------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 14, 2003
AT 10:00 A.M. AT THE CONFERENCE CENTER OF GOODWIN PROCTER LLP,
LOCATED ON THE SECOND FLOOR AT EXCHANGE PLACE,
BOSTON, MASSACHUSETTS 02109-2881
---------------------
GENERAL INFORMATION
The enclosed proxy is being solicited on behalf of the Board of Directors
of UniFirst Corporation (the "Company" or "UniFirst") for use at the 2003 Annual
Meeting of Shareholders to be held on January 14, 2003 (the "Annual Meeting")
and at any adjournment thereof. This Proxy Statement, the enclosed proxy and the
Company's 2002 Annual Report to Shareholders are being mailed to shareholders on
or about December 11, 2002. Any shareholder signing and returning the enclosed
proxy has the power to revoke it by giving notice of its revocation to the
Company in writing or in the open meeting before any vote with respect to the
matters set forth therein is taken. The shares represented by the enclosed proxy
will be voted as specified therein if said proxy is properly signed and received
by the Company prior to the time of the Annual Meeting and is not properly
revoked. The expense of this proxy solicitation will be borne by the Company. In
addition to the solicitation of proxies by mail, the Directors, officers and
employees of the Company may also solicit proxies personally or by telephone
without special compensation for such activities. The Company may also request
persons, firms and corporations holding shares in their names or in the names of
their nominees, which are beneficially owned by others, to send proxy material
to and obtain proxies from such beneficial owners. The Company will reimburse
such holders for their reasonable expenses in connection therewith.
The Board of Directors has fixed the close of business on November 15, 2002
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, this Annual Meeting and any adjournments thereof. As of the
close of business on that date, there were outstanding and entitled to vote
9,021,179 shares of common stock, par value $.10 per share ("Common Stock"), and
10,205,144 shares of Class B common stock, par value $.10 per share ("Class B
Common Stock"). Transferees after such date will not be entitled to vote at the
Annual Meeting. Each share of Common Stock is entitled to one vote per share.
Each share of Class B Common Stock is entitled to ten votes per share. All
actions submitted to a vote of shareholders are voted on by holders of Common
Stock and Class B Common Stock voting together as a single class, except for the
election of certain Directors and for the approval of matters requiring class
votes under the Business Corporation Law of The Commonwealth of Massachusetts.
1. ELECTION OF DIRECTORS
The Board of Directors of the Company is currently composed of six members,
divided into three equal classes, with one class elected each year at the annual
meeting of shareholders. The Directors in each class serve for a term of three
years and until their successors are duly elected and qualified. As the term of
one class expires, a successor class is elected at each annual meeting of
shareholders.
At the Annual Meeting, two Class I Directors will be elected to serve until
the 2006 annual meeting and until their successors are duly elected and
qualified. The Board of Directors has nominated Albert Cohen to be elected by
holders of Common Stock, voting separately as a single class, and Anthony F.
DiFillippo to be elected by holders of Common Stock and Class B Common Stock,
voting together as a single class, to serve as Class I Directors (collectively,
the "Nominees").
Unless otherwise instructed, the persons named in the proxy will vote the
shares to which the proxy relates "FOR" the election of the Nominees to the
Board of Directors. While the Company has no reason to believe that any of the
Nominees will be unable to serve as a Director, in the event any of the Nominees
should become unavailable to serve at the time of the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote such proxy for such
other person or persons as they may in their discretion select. A plurality of
the votes cast by holders of shares of Common Stock, voting separately as a
single class and represented in person or by proxy at the Annual Meeting and
entitled to vote thereon, is necessary to elect Albert Cohen. A plurality of the
votes cast by holders of shares of Common Stock and Class B Common Stock, voting
together as a single class and represented in person or by proxy at the Annual
Meeting and entitled to vote thereon, is necessary to elect Anthony F.
DiFillippo. Consistent with applicable law, the Company intends to count
abstentions and broker non-votes only for the purpose of determining the
presence or absence of a quorum for the transaction of business. Any shares not
voted (whether by abstention, broker non-vote or otherwise) will have no impact
on the election of Directors, except to the extent that the failure to vote for
an individual results in another individual receiving a larger percentage of
votes.
The following table sets forth certain information with respect to the
Nominees as well as the other Directors of the Company.
<Table>
<Caption>
DIRECTOR
CLASS I DIRECTORS -- TERM EXPIRES IN 2006 AGE SINCE
----------------------------------------- --- --------
Albert Cohen(1)............................................. 75 1989
MR. COHEN has served as director of the Company since
1989. He has been President of ALC Corp., a consultancy,
since September 1998. Prior to that time, Mr Cohen was
Chairman of the Board and Chief Executive Officer of
Electronic Space Systems Corporation, a manufacturer of
aerospace ground equipment.
Anthony F. DiFillippo(2).................................... 75 2002
MR. DIFILLIPPO was the president of UniFirst until he
retired in 1995 and, since 1995, he has served as a
consultant to UniFirst. He became a director in 2002.
DIRECTOR
CLASS III DIRECTORS -- TERM EXPIRES IN 2004 AGE SINCE
------------------------------------------- --- --------
Cynthia Croatti(2).......................................... 47 1995
MS. CROATTI joined the Company in 1980. She has served as
director since 1995, Treasurer since 1982 and Executive
Vice President since 2001. In addition, she has primary
responsibility for overseeing the human resources and
purchasing functions of the Company.
</Table>
2
<Table>
<Caption>
DIRECTOR
CLASS III DIRECTORS -- TERM EXPIRES IN 2004 AGE SINCE
------------------------------------------- --- --------
Phillip L. Cohen(1)......................................... 71 2000
MR. COHEN has served as director of the Company since
November 2000. He was a partner with an international
public accounting firm from 1965 until his retirement in
June 1994 and has been a financial consultant since that
date. He is a director emeritus and former Treasurer of
the Greater Boston Convention and Visitors Bureau and a
director of Kazmaier Associates, Inc. and Nortek, Inc.
</Table>
<Table>
<Caption>
DIRECTOR
CLASS II DIRECTORS -- TERM EXPIRES IN 2005 AGE SINCE
------------------------------------------ --- --------
Ronald D. Croatti(2)........................................ 59 1982
MR. CROATTI joined the Company in 1965. He became director
of the Company in 1982 and Vice Chairman of the Board in
1986 and has served as Chief Executive Officer since 1991,
President since 1995, and Chairman of the Board since
2002. Mr. Croatti has overall responsibility for the
management of the Company.
Donald J. Evans............................................. 76 1973
MR. EVANS has served as director of the Company since
1973. He has served as General Counsel and First Deputy
Commissioner, Massachusetts Department of Revenue, >since
November 1996. Prior to that time, Mr. Evans was a partner
in the law firm of Goodwin Procter LLP, the Company's
general counsel.
</Table>
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(1) The Company has designated Messrs. Albert Cohen and Phillip L. Cohen as the
Directors to be elected by the holders of Common Stock voting separately as
a single class.
(2) Ronald D. Croatti and Cynthia Croatti are siblings and Anthony F. DiFillippo
is Cynthia Croatti's uncle.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Officers, Directors and greater than 10% shareholders are required to file
with the Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), reports of
ownership and changes in ownership. Such reports are filed on Form 3, Form 4 and
Form 5 under the Exchange Act, as appropriate. Officers, Directors and greater
than 10% shareholders are required by Exchange Act regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company or written representations that no such reports
were required during the 2002 fiscal year, the Company believes that, during the
2002 fiscal year, all officers, Directors and greater than 10% shareholders
complied with the applicable Section 16(a) filing requirements except that each
of Messrs. Croatti, Bartlett, DiFillippo, Assad and Boynton and Ms. Cynthia
Croatti included in a Form 5 two transactions inadvertently omitted from past
Form 5 filings, and each of Marie Croatti, The Marie Croatti QTIP Trust, the
Estate of Aldo Croatti, The Croatti Family Limited Partnership and Croatti
Management Associates, Inc. inadvertently filed a Form 3 late.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held five meetings during the Company's 2002 fiscal
year. During the 2002 fiscal year, the Audit Committee consisted of Albert Cohen
(Chairman), Phillip L. Cohen and Donald J. Evans, and met on seven occasions. On
November 11, 2002, Phillip L. Cohen became Chairman of the Audit Committee. The
Audit Committee is responsible for reviewing the scope of audit and other
related services
3
provided by the Company's independent public accountants. During the 2002 fiscal
year, the Compensation Committee initially consisted of Aldo Croatti, Chairman,
Albert Cohen and Donald J. Evans and met on one occasion. On October 4, 2001,
Aldo Croatti passed away. His position on the Compensation Committee was filled
by Ronald D. Croatti on January 8, 2002. On November 11, 2002, Phillip L. Cohen
replaced Ronald D. Croatti on the Compensation Committee. As of the date of this
proxy statement, the Compensation Committee consists of Albert Cohen (Chairman),
Phillip L. Cohen, and Donald J. Evans. The Compensation Committee is responsible
for reviewing and approving the Company's executive compensation program. As of
the date of this proxy statement, the Company has formed a Nominating and
Corporate Governance Committee consisting of Donald J. Evans (Chairman), Albert
Cohen and Phillip L. Cohen. The Nominating and Corporate Governance Committee
reviews and evaluates potential nominees for election or appointment to the
Board of Directors and recommends such nominees to the full Board of Directors.
The Nominating and Corporate Governance Committee will consider a nominee for
election to the Board of Directors recommended by a shareholder of record if the
shareholder submits the nomination in compliance with the requirements of the
Company's By-laws. See "Other Matters - Shareholder Proposals" for a summary of
these requirements. The Nominating and Corporate Governance Committee is also
responsible for developing and recommending to the Board of Directors a set of
corporate governance guidelines applicable to the Company and periodically
reviewing such guidelines and recommending any changes to those guidelines to
the Board of Directors.
Each Director attended at least 75% of all of the meetings of the Board of
Directors and of the committees of which the Director was a member held during
the last fiscal year.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth as of November 15, 2002 certain information
concerning shares of Common Stock and Class B Common Stock beneficially owned by
(i) each Director and Nominee, (ii) each of the executive officers of the
Company named in the Summary Compensation Table, and (iii) all executive
officers and Directors as a group, in each case based solely on information
furnished by such individuals. Except as otherwise specified, the named
beneficial owner has sole voting and investment power. The information in the
table reflects shares outstanding of each class of common stock on November 15,
2002.
<Table>
<Caption>
PERCENTAGE OF PERCENTAGE OF
AMOUNT AND NATURE OF ALL OUTSTANDING VOTING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) POWER(1)
------------------------ -------------------- --------------- -------------
Ronald D. Croatti(2)(3)................ 472,710 2.5% 4.3%
Cynthia Croatti(3)(4).................. 283,720 1.5% 2.6%
Bruce P. Boynton(3)(5)................. 11,650 * *
John B. Bartlett(3)(5)................. 9,800 * *
Dennis G. Assad(3)(5).................. 4,050 * *
Donald J. Evans(5)..................... 1,400 * *
Albert Cohen(5)........................ 1,500 * *
Phillip L. Cohen....................... 0 * *
Anthony F. DiFillippo(6)............... 50,000 * *
All Directors and executive officers as
a group(3)(10 persons)............... 843,884 4.4% 6.9%
</Table>
- ---------------
* Less than 1%.
4
(1) The percentages have been determined in accordance with Rule 13d-3 under the
Exchange Act. As of November 15, 2002, a total of 19,226,323 shares of
common stock were outstanding, of which 9,021,179 were shares of Common
Stock entitled to one vote per share and 10,205,144 were shares of Class B
Common Stock entitled to ten votes per share. Each share of Class B Common
Stock is convertible into one share of Common Stock.
(2) Ronald D. Croatti owns shares of Class B Common Stock only, representing
4.6% of such class, plus the options to purchase Common Stock listed in
footnote 3. The information presented does not include any shares owned by
Mr. Croatti's children, as to which shares Mr. Croatti disclaims any
beneficial interest. Mr. Croatti is a trustee and beneficiary of The Marie
Croatti QTIP Trust, which owns 2,600,000 shares of Class B Common Stock. Mr.
Croatti is a director and minority owner of the general partner of The
Croatti Family Limited Partnership, which owns 2,600,000 shares of Class B
Common Stock. The information presented for Mr. Croatti does not include any
shares owned by The Marie Croatti QTIP Trust or The Croatti Family Limited
Partnership.
(3) Includes the right to acquire, pursuant to the exercise of stock options,
within 60 days after November 15, 2002, the following number of shares of
Common Stock: Ronald D. Croatti, 3,150 shares; Cynthia Croatti, 1,600
shares; Bruce P. Boynton, 1,650 shares; John B. Bartlett, 2,100 shares;
Dennis G. Assad 1,650 shares and all other Directors and executive officers
as a group, 1,275 shares.
(4) Other than 2,133 shares of Common Stock through a 401(k) plan, Cynthia
Croatti owns shares of Class B Common Stock only, representing 2.8% of such
class, plus the options to purchase Common Stock listed in footnote 3. The
information presented does not include any shares owned by Ms. Croatti's
children, as to which shares Ms. Croatti disclaims any beneficial interest.
Ms. Croatti is a trustee and beneficiary of The Marie Croatti QTIP Trust
which owns 2,600,000 shares of Class B Common Stock. Ms. Croatti is a
director and minority owner of the general partner of The Croatti Family
Limited Partnership, which owns 2,600,000 shares of Class B Common Stock.
The information presented for Ms. Croatti, does not include any shares owned
by The Marie Croatti QTIP Trust, The Croatti Family Limited Partnership or
certain other trusts to which Ms. Croatti is a trustee and which, in the
aggregate, beneficially own 36,000 shares of Common Stock.
(5) Each of Messrs. Boynton, Bartlett, Assad, A. Cohen and Evans owns shares of
Common Stock only, and in the case of Messrs. Boynton, Bartlett and Assad,
the options to purchase Common Stock listed in footnote 3.
(6) Includes 7,250 shares beneficially owned by Mr. DiFillippo's spouse.
To the best knowledge of the Company, the following are the only beneficial
owners of more than 5% of the outstanding Common Stock or Class B Common Stock
of the Company as of November 15, 2002. All information presented is based
solely on information provided by each beneficial owner.
<Table>
<Caption>
PERCENTAGE OF PERCENTAGE OF
AMOUNT AND NATURE OF ALL OUTSTANDING VOTING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) POWER(1)
- ------------------------ -------------------- --------------- -------------
Estate of Aldo Croatti(2)............... 2,847,760 14.8% 24.4%
The Croatti Family Limited
Partnership(3)........................ 2,600,000 13.5% 23.4%
The Marie Croatti QTIP Trust(4)......... 2,600,000 13.5% 23.4%
Marie Croatti(5)........................ 1,346,440 7.0% 12.1%
William Blair & Company, L.L.C.(6)...... 689,700 3.6% *
Dimensional Fund Advisors, Inc.(7)...... 784,350 4.1% *
FleetBoston Financial Corporation(8).... 996,670 5.2% *
</Table>
5
<Table>
<Caption>
PERCENTAGE OF PERCENTAGE OF
AMOUNT AND NATURE OF ALL OUTSTANDING VOTING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) POWER(1)
- ------------------------ -------------------- --------------- -------------
FMR Corp.(9)............................ 942,390 4.9% *
Arnhold and S. Bleichroeder(10)......... 490,000 2.5% *
</Table>
- ---------------
* Less than 1%.
(1) The percentages have been determined in accordance with Rule 13d-3 under
the Exchange Act. As of November 15, 2002, a total of 19,226,323 shares of
common stock were outstanding, of which 9,021,179 were shares of Common
Stock entitled to one vote per share and 10,205,144 were shares of Class B
Common Stock entitled to ten votes per share. Each share of Class B Common
Stock is convertible into one share of Common Stock.
(2) Aldo Croatti, the Company's founder, passed away on October 4, 2001. The
referenced shares are now held by his estate, of which his widow, Marie
Croatti, is the executor. These shares include 2,699,060 shares of Class B
Common Stock, representing 26.4% of such class and 148,700 shares of Common
Stock representing 1.6% of such class.
(3) The address of The Croatti Family Limited Partnership (the "CFLP") is c/o
UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887. The CFLP owns
shares of Class B Common Stock only, representing 25.5% of such class. The
general partner of CFLP, Croatti Management Associates, Inc. (the "General
Partner"), has sole voting and dispositive power with respect to the shares
owned by CFLP. The General Partner is owned equally by Marie Croatti,
Ronald Croatti and Cynthia Croatti, and they comprise its three directors.
(4) The address of The Marie Croatti QTIP Trust (the "Trust") is c/o UniFirst
Corporation, 68 Jonspin Road, Wilmington, MA 01887. The Trust owns shares
of Class B Common Stock only, representing 25.5% of such class. The
Trustees of the Trust are Marie Croatti, Ronald Croatti and Cynthia
Croatti. The beneficiaries of the Trust are Marie Croatti and the children
of Aldo Croatti.
(5) Includes 399,168 shares of Class B Common Stock and 5,100 shares of Common
Stock owned of record by Marie Croatti, as Trustee under several trusts,
the beneficiaries of which are the grandchildren of Aldo Croatti, as to
which shares Mrs. Croatti disclaims any beneficial interest. Mrs. Croatti
individually owns 940,172 shares of Class B Common Stock, representing 9.2%
of such class, and 2,000 shares of Common Stock, representing less than one
percent of such class. Marie Croatti is the widow of Aldo Croatti. Mrs.
Croatti's address is c/o UniFirst Corporation, 68 Jonspin Road, Wilmington,
Massachusetts 01887. Marie Croatti disclaims beneficial interest in shares
comprising part of the estate of Aldo Croatti due solely to her position as
executor thereof. See notes (3) and (4) above for information concerning
Marie Croatti's interest in the CFLP and the Trust.
(6) The address of William Blair & Company, L.L.C. is 222 West Adams Street,
Chicago, IL 60606. William Blair & Company, L.L.C. beneficially owns shares
of Common Stock only, representing 7.6% of such class. The Company has
relied solely upon the information contained in the Schedule 13G filed by
William Blair & Company, L.L.C. on February 15, 2002.
(7) The address of Dimensional Fund Advisers, Inc. ("Dimensional") is 1299
Ocean Avenue, 11th Floor, Santa Monica, CA 90401. Dimensional beneficially
owns shares of Common Stock only, representing 8.7% of such class.
Dimensional, an investment advisor registered under the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under Investment Company Act of 1940, and serves as investment
manager to certain other investment vehicles, including commingled group
trusts. In its role as investment advisor and investment manager,
Dimensional possesses both voting and investment power over the securities
of the Issuer described in this schedule
6
and Dimensional disclaims beneficial ownership of all securities reported in
this schedule. The Company has relied solely upon the information contained in
the Schedule 13G filed by Dimensional on February 12, 2002.
(8) The address of FleetBoston Financial Corporation is 100 Federal Street,
Boston, MA 02110. FleetBoston Financial Corporation owns shares of Common
Stock only, representing 11.0% of such class. The Company has relied solely
upon the information contained in the Schedule 13G filed by FleetBoston
Financial Corporation on February 14, 2002.
(9) "FMR Corp." refers to FMR Corp., Edward C. Johnson 3d (Chairman of FMR
Corp.) and Abigail P. Johnson (Director of FMR Corp.). The address of FMR
Corp. is 82 Devonshire Street, Boston, MA 02109. FMR Corp. owns shares of
Common Stock only, representing 10.4% of such class. The Company has relied
solely upon the information contained in the Schedule 13G field by FMR
Corp. on February 14, 2002.
(10) "Arnhold and S. Bleichroeder" refers to Arnhold and S. Bleichroeder, Inc.
and Arnhold and S. Bleichroeder Advisers, Inc. The address of Arnhold and
S. Bleichroeder is 1345 Ave. of the Americas, New York, NY 10105. Arnhold
and S. Bleichroeder, beneficially owns shares of Common Stock only,
representing 5.4% of such class. Arnhold and S. Bleichroeder shares voting
and dispositive power over the shares listed with its investment advisory
client(s). The Company has relied solely upon information contained in the
Schedule 13G dated January 4, 2002 provided to the Company by Arnhold and
S. Bleichroeder.
SUMMARY COMPENSATION TABLE
The following table sets forth compensation paid to the Chief Executive
Officer of the Company and the four other most highly compensated executive
officers of the Company (the "Named Executive Officers") during 2002 for each of
the three fiscal years ended August 31, 2002, for services rendered in all
capacities to the Company.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
COMPENSATION
AWARDS
----------------
ANNUAL COMPENSATION(1) SECURITIES ALL OTHER
--------------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS (SHARES) (2)($)
--------------------------- ---- --------- -------- ---------------- ------------
Ronald D. Croatti.................... 2002 356,733 61,250 2,100 20,998
Chairman of the Board, 2001 340,447 61,280 2,100 21,436
Chief Executive Officer and
President 2000 319,281 36,717 2,100 23,387
Cynthia Croatti...................... 2002 240,280 41,255 1,400 21,017
Executive Vice President and 2001 215,367 38,766 1,000 21,874
Treasurer 2000 129,087 14,845 1,000 15,538
John B. Bartlett..................... 2002 240,577 41,306 1,400 20,924
Senior Vice President 2001 228,467 41,124 1,400 21,735
and Chief Financial Officer 2000 216,222 24,866 1,400 20,708
Bruce P. Boynton..................... 2002 194,713 33,432 1,100 18,809
Senior Vice President, Operations 2001 185,622 33,412 1,100 19,865
2000 176,707 20,321 1,100 19,665
Dennis G. Assad...................... 2002 184,877 31,743 1,100 19,410
Senior Vice President of Sales 2001 181,141 31,662 1,100 20,758
and Marketing 2000 171,784 19,172 1,100 20,843
</Table>
7
- ---------------
(1) Perquisites and other personal benefits paid to each Named Executive Officer
in each instance aggregated less than 10% of the total annual salary and
bonus set forth in the columns entitled "Salary" and "Bonus" for each Named
Executive Officer.
(2) Amounts shown for each Named Executive Officer also include a car allowance
of $5,070 for 2000, $5,240 for 2001 and $5,608 for 2002. For 2000, 2001 and
2002, the amount shown for each Named Executive Officer represents the sum
of (i) the Company's matching contribution to the Named Executive Officer's
401(k) account and (ii) the Company's contributions to the Named Executive
Officer's account under the Company's Profit Sharing Plan. The respective
amounts for each Named Executive Officer are as follows: with respect to
2000 -- Ronald D. Croatti, $8,435 and $9,885, Cynthia Croatti, $3,470 and
$6,998, John B. Bartlett, $5,753 and $9,885, Bruce P. Boynton, $3,470 and
$9,885, and Dennis G. Assad, $4,455 and $9,885; with respect to 2001 --
Ronald D. Croatti, $8,481 and $7,715, Cynthia Croatti, $9,208 and $7,425,
John B. Bartlett, $8,780 and $7,715, Bruce P. Boynton, $6,911 and $7,715 and
Dennis G. Assad, $7,803 and $7,715 and, with respect to 2002 -- Ronald D.
Croatti, $8,817 and $6,573, Cynthia Croatti, $8,836 and $6,573, John B.
Bartlett, $8,743 and $6,573, Bruce P. Boynton, $6,628 and $6,573, and Dennis
G. Assad, $5,608 and $6,573.
OPTION GRANTS WITH RESPECT TO FISCAL YEAR 2002
The following table sets forth the options granted with respect to the
fiscal year ended August 31, 2002 to the Company's Named Executive Officers.
<Table>
<Caption>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(1)
OPTIONS FOR FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED(#) YEAR 2002 ($/SH) DATE 5% 10%
---- ---------- ------------- -------- ---------- --------- ---------
Ronald D. Croatti................... 2,100 3.8% $17.55 10/31/09 $17,597 $42,147
Cynthia Croatti..................... 1,400 2.5% $17.55 10/31/09 $11,731 $28,098
John B. Bartlett.................... 1,400 2.5% $17.55 10/31/09 $11,731 $28,098
Bruce P. Boynton.................... 1,100 2.0% $17.55 10/31/09 $ 9,217 $22,077
Dennis G. Assad..................... 1,100 2.0% $17.55 10/31/09 $ 9,217 $22,077
</Table>
- ---------------
(1) These columns show the hypothetical gains or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full 8-year term of the options. The 5% and 10% assumed rates
of appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of
future Common Stock prices. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses associated
with the exercise of the option or the sale of the underlying shares or
reflect non-transferability, vesting or termination provisions. The actual
gains, if any, on the exercises of stock options will depend on the future
performance of the Common Stock.
OPTION EXERCISES AND YEAR-END HOLDINGS
The following table sets forth information concerning the number and value
of unexercised options to purchase Common Stock of the Company held by the Named
Executive Officers at August 31, 2002. No
8
Named Executive Officer of the Company exercised any options to purchase Common
Stock during fiscal 2002.
AGGREGATED FISCAL YEAR-END 2002 OPTION VALUES
<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
AUGUST 31, 2002(#) AUGUST 31, 2002($)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Ronald D. Croatti..................... 2,100 4,200 $19,678 $36,922
Cynthia Croatti....................... 1,000 2,400 $ 9,371 $19,854
John B. Bartlett...................... 1,400 2,800 $13,119 $24,615
Bruce P. Boynton...................... 1,100 2,200 $10,308 $19,340
Dennis G. Assad....................... 1,100 2,200 $10,308 $19,340
</Table>
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information concerning the Company's equity
compensation plans as of August 31, 2002.
<Table>
<Caption>
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE FUTURE ISSUANCE UNDER EQUITY
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING COMPENSATION PLAN
OUTSTANDING OPTIONS, OPTIONS, WARRANTS (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS AND RIGHTS REFERENCED IN COLUMN(A))
------------- -------------------------- ------------------------- ----------------------------
(a) (b) (c)
Equity compensation plan
approved by security
holders..................... 147,250 $14.30 297,875
Equity compensation plan not
approved by security
holders..................... 0 N/A 0
Total......................... 147,250 $14.30 297,875
</Table>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company maintains the UniFirst Unfunded Supplemental Executive
Retirement Plan (the "SERP") available to certain eligible employees of the
Company and its affiliates. Retirement benefits available under the SERP are
based on a participant's average annual base earnings for the last three years
of employment prior to his retirement date ("Final Average Earnings"). Upon the
retirement of a participant on his social security retirement date, the
participant will be paid an aggregate amount equal to 2.4 times his Final
Average Earnings over a twelve year period. Upon the death of a participant, the
participant's designated beneficiary will be paid retirement benefits as above
(determined as of the date of death if pre-retirement). The SERP provides that,
upon any change of control, retirement benefits of participants who are age 50
or
9
over and whose employment is terminated within three years of the change of
control will become vested and payable, subject to certain years of service
requirements.
<Table>
<Caption>
ANNUAL RETIREMENT
AVERAGE COMPENSATION(1) BENEFIT(2)
----------------------- -----------------
$200,000.................................................... $40,000
$250,000.................................................... $50,000
$300,000.................................................... $60,000
$350,000.................................................... $70,000
</Table>
- ---------------
(1) Average Compensation for purposes of this table is based on the
participant's average base salary for the last three years of full-time
employment preceding retirement.
(2) The Annual Retirement Benefit is payable for twelve years beginning at the
participant's social security retirement age. There is no deduction for
Social Security or other offset amounts.
REPORT OF COMPENSATION COMMITTEE
At the beginning of the 2002 fiscal year, the Compensation Committee
initially consisted of Albert Cohen and Donald J. Evans, two Directors who are
not employees of the Company, and Aldo Croatti, Chairman. On October 4, 2001,
Aldo Croatti passed away. His position on the Compensation Committee was filled
temporarily by Ronald D. Croatti on January 8, 2002. As of the date of this
proxy statement, the Compensation Committee consists of Albert Cohen, Chairman,
Phillip L. Cohen and Donald J. Evans, three Directors who are not employees of
the Company. The Compensation Committee reviews and approves the Company's
executive compensation program.
COMPENSATION PHILOSOPHY
The Company seeks to attract and retain executive officers who, in the
judgment of the Company's Board of Directors, possess the skill, experience and
motivation to contribute significantly to the long-term success of the Company
and to long-term stock price appreciation. With this philosophy in mind, the
Compensation Committee follows an executive officer compensation program
designed to foster the mutuality of interest between the Company's executive
officers and the Company's shareholders and to provide senior management
additional incentive to enhance the sales growth and profitability of the
Company, and thus shareholder value.
The Compensation Committee reviews its compensation policy annually.
Compensation of executive officers currently consists of a base salary and,
based on the achievement of predetermined corporate performance objectives, a
cash bonus. In addition, for fiscal 2002 the Company issued options to purchase
a total of approximately 56,000 shares to over 80 officers, general managers and
other management personnel. Although the Company's fiscal year ends in August,
compensation decisions generally are made on a calendar year basis.
BASE SALARY
Each year, the Compensation Committee consults with the Chief Executive
Officer with respect to setting the base salaries of its executive officers,
other than the Chief Executive Officer, for the ensuing year. Annual salary
adjustments are determined by evaluating the financial performance of the
Company during the prior year, each executive officer's contribution to the
profitability, sales growth, return on equity and market share of the Company
during the prior year and the compensation programs and levels generally paid to
executives at other companies.
10
INCENTIVE COMPENSATION PLAN
Annual cash bonuses for executive officers of the Company are determined in
accordance with the Company's incentive compensation plan, the philosophy and
substantive requirements of which are reviewed by the Compensation Committee
each year. Cash bonuses are determined with reference to the Company's financial
performance as measured by growth in revenues and earnings per share and by the
Company's customer retention levels.
Each year, the Compensation Committee confers with the Chief Executive
Officer and establishes performance goals for revenues, earnings per share and
customer retention. In its determination of the amount of cash bonuses, the
Compensation Committee places primary emphasis on growth in earnings per share
and lesser emphasis on revenue growth and customer retention. The cash bonuses
awarded depend on the extent to which the performance of the Company meets or
exceeds the budgeted amounts. In addition, the Compensation Committee
establishes minimum achievement thresholds and maximum bonus levels for each of
these performance criteria which apply uniformly to the Company's executive
officers. Bonuses are determined and paid annually after the end of each fiscal
year.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee established the compensation of Ronald D.
Croatti, the Chief Executive Officer, for 2002 using the same criteria
applicable to determining compensation levels and bonuses for other executive
officers as noted in this report. Such criteria included the financial
performance of the Company during the 2001 fiscal year, the compensation levels
generally paid to executives of other companies, and Mr. Croatti's contribution
to the profitability, sales growth, return on equity and market share of the
Company during the 2001 fiscal year and his leadership of the Company.
Notwithstanding his substantial contributions in each of these areas, Mr.
Croatti recommended that he not receive any increase in his salary level. He
noted that a significant portion of each senior executive's compensation is tied
to the bonus program and that by freezing his salary, it would set an excellent
leadership example which would be positive for employee morale and further
incentivize the senior executives to achieve the performance goals set forth
under the bonus program. The Compensation Committee accepted and approved Mr.
Croatti's recommendation and Mr. Croatti's 2002 calendar year base salary was
established at $350,000, the same as in the prior year.
Albert Cohen (Chairman)
Phillip L. Cohen
Donald J. Evans
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Aldo Croatti, founder of the Company, was, during fiscal year 2002, until
his death on October 4, 2001, a member of the Compensation Committee. Ronald D.
Croatti, President and Chief Executive Officer of the Company, was, during
fiscal year 2002, a member of the Compensation Committee. The Company is not
aware of any compensation committee interlocks.
11
REPORT OF AUDIT COMMITTEE
The Audit Committee has:
- Reviewed and discussed the audited financial statements with management.
- Discussed with the independent auditors the matters required to be
discussed by SAS 61.
- Received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1, and has
discussed with the independent auditors the auditors' independence.
- Based on the review and discussions above, recommended to the Board of
Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the last fiscal year for filing
with the Securities and Exchange Commission.
The Board of Directors has determined that the members of the Audit
Committee are independent as defined in Sections 303.01(B)(2)(a) and (3) of the
New York Stock Exchange's listing standards. The Board of Directors and the
Audit Committee adopted a written charter of the Audit Committee in 2000, which
they revised in 2001. The amended and restated Audit Committee charter was
included as Appendix A to the Company's proxy statement dated December 5, 2001
for the 2002 annual meeting of shareholders.
During the fiscal year ended August 31, 2002, the Company paid the
following fees to Arthur Andersen LLP, the Company's principal accountants until
June 24, 2002: Audit Fees -- $65,755; Financial Information Systems Design and
Implementation Fees -- $2,660,595; All Other Fees -- $155,000. In addition, the
Company was billed the following fees by Ernst & Young LLP, the Company's
principal accountants since June 24, 2002: Audit Fees -- $210,000; All Other
Fees -- $12,000.
The Audit Committee has considered whether the provision of the non-audit
services above is compatible with maintaining the auditor's independence and
concluded that it is.
Members of the Audit Committee:
Phillip L. Cohen (Chairman)
Albert Cohen
Donald J. Evans
12
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Common Stock, based on the market
price of the Common Stock, with the cumulative total shareholder return of a
peer group and of companies within the Standard & Poor's 500 Stock Index, in
each case assuming reinvestment of dividends. The peer group is composed of
Cintas Corporation, G & K Services, Inc. and Angelica Corporation. The
calculation of cumulative total shareholder return assumes a $100 investment in
the Common Stock, the peer group and the S&P 500 Stock Index on August 31, 1997.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIFIRST CORPORATION,
THE S&P 500 INDEX AND A PEER GROUP
[CHART]
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------
Aug. 97 Aug. 98 Aug. 99 Aug. 00 Aug. 01 Aug. 02
- ----------------------------------------------------------------------------------------------------------------
UniFirst Corporation 100.00 105.45 63.72 43.27 72.06 101.27
- ----------------------------------------------------------------------------------------------------------------
S & P 500 100.00 108.09 151.14 175.81 132.93 108.84
- ----------------------------------------------------------------------------------------------------------------
Peer Group 100.00 118.27 141.16 162.31 181.21 175.65
- ----------------------------------------------------------------------------------------------------------------
</Table>
* $100 invested on 08/31/97 in stock or index - including reinvestment of
dividends.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the 2002 fiscal year, the Company paid consulting fees of
approximately $27,000 to Anthony F. DiFillippo, a Director of the Company. Mr.
DiFillippo assists the Company in connection with certain employee matters.
The Company retained during the 2002 fiscal year, and proposes to retain
during the 2003 fiscal year, the law firm of Goodwin Procter LLP. Donald J.
Evans, a Director of the Company, was formerly a partner of the
13
law firm of Goodwin Procter LLP. Raymond C. Zemlin, the Secretary and Clerk of
the Company, is the sole shareholder of Raymond C. Zemlin, P.C., which is a
partner in the law firm of Goodwin Procter LLP.
DIRECTOR COMPENSATION
Each Director who is not an employee of the Company receives a director's
fee of $10,000 per year, $1,375 per directors' meeting attended and $250 per
directors' meeting and committee meeting attended by telephone. A Director who
is also an employee of the Company receives no director's fees.
2. OTHER MATTERS
Management is not aware of any other matters which may come before the
Annual Meeting; however, if any matters other than those set forth in the
attached Notice of Annual Meeting should be properly presented at the Annual
Meeting, the persons named in the enclosed proxy intend to take such action as
will be, in their discretion, consistent with the best interest of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Ernst & Young LLP ("Ernst
&Young"), independent public accountants, to serve as independent auditors for
the 2003 fiscal year. Ernst & Young has served as the Company's independent
auditors since June 24, 2002. A representative of Ernst & Young is expected to
be present at the Annual Meeting. He or she will have an opportunity to make a
statement, if he or she desires to do so, and will be available to respond to
appropriate questions.
On June 24, 2002, the Board of Directors decided to no longer engage Arthur
Andersen LLP ("Arthur Andersen") as its independent auditors and instead engage
Ernst & Young to serve as the Company's independent auditors for the fiscal year
ending August 31, 2002. The decision by the Board of Directors to replace Arthur
Andersen with Ernst & Young was based on the recommendation of the Company's
Audit Committee.
Arthur Andersen's audit reports on the Company's consolidated financial
statements for each of the years ended August 25, 2001 and August 26, 2000 did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles.
During the years ended August 25, 2001 and August 26, 2000 and through June
24, 2002, there were no disagreements with Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Arthur Andersen's satisfaction,
would have caused them to make reference to the subject matter in connection
with their report on the Company's consolidated financial statements for such
years, and there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
As reported in its Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 27, 2002, the Company provided Arthur Andersen with
a copy of the foregoing disclosures. Attached as Exhibit 16 to that Current
Report on Form 8-K is a copy of Arthur Andersen's letter, dated June 26, 2002,
stating its agreement with such statements.
During the years ended August 25, 2001 and August 26, 2000 and through June
24, 2002, the Company did not consult Ernst & Young with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
14
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal for inclusion in the
Company's Proxy Statement in connection with the Company's 2004 Annual Meeting
of Shareholders must submit the proposal so as to be received by the Clerk of
the Company at the principal executive offices of the Company, 68 Jonspin Road,
Wilmington, Massachusetts 01887, not later than August 13, 2003. In addition, in
order to be included in the proxy statement, such a proposal must comply with
the requirements as to form and substance established by applicable laws and
regulations.
Shareholders wishing to present business for action, other than proposals
to be included in the Company's Proxy Statement, or to nominate candidates for
election as directors at a meeting of the Company's shareholders, must do so in
accordance with the Company's By-laws. The By-laws provide, among other
requirements, that in order to be presented at the 2004 Annual Meeting, such
shareholder proposals or nominations may be made only by a stockholder of record
who shall have given notice of the proposal or nomination and the related
required information to the Company no earlier than September 16, 2003 and no
later than October 31, 2003.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU
DESIRE TO VOTE YOUR STOCK IN PERSON AT THE MEETING, YOUR PROXY MAY BE REVOKED.
December 11, 2002
15
536-PS-02
DETACH HERE ZUFC12
PROXY
UNIFIRST CORPORATION
The undersigned holder of shares of Common Stock of UniFirst Corporation hereby
appoints RONALD D. CROATTI and RAYMOND C. ZEMLIN, and each of them, proxies with
power of substitution to vote on behalf of the undersigned at the Annual Meeting
of Shareholders of UniFirst Corporation to be held at the Conference Center of
Goodwin Procter LLP, located on the Second floor at Exchange Place, Boston,
Massachusetts 02109-2881, on Tuesday, January 14, 2003 at 10:00 o'clock in the
forenoon, and at any adjournment thereof, hereby granting full power and
authority to act on behalf of the undersigned at this meeting and at any
adjournment thereof. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting or any
adjournment thereof. The undersigned hereby revokes any proxy previously given
and acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and
a copy of the Annual Report for the fiscal year ended August 31, 2002.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNIFIRST
CORPORATION. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1, SO THAT A SHAREHOLDER
WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED
ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
- ----------- -----------
SEE REVERSE (PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY SEE REVERSE
SIDE IN THE ENCLOSED ENVELOPE.) SIDE
- ----------- -----------
UNIFIRST CORPORATION
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940
DETACH HERE ZUFC11
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH IN
PROPOSAL 1 BELOW.
1. ELECTION OF TWO CLASS I DIRECTORS.
NOMINEES: (01) ALBERT COHEN AND
(02) ANTHONY F. DIFILLIPPO
FOR [ ] [ ] WITHHELD
ALL FROM
NOMINEES NOMINEES
[ ]
------------------------------------------
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For joint accounts, each owner should sign. Executors, Administrators,
Trustees, etc. should give full title.
Signature:______________ Date:________ Signature:______________ Date:__________
DETACH HERE ZUFB12
PROXY
UNIFIRST CORPORATION
The undersigned holder of shares of Class B Common Stock of UniFirst Corporation
hereby appoints RONALD D. CROATTI and RAYMOND C. ZEMLIN, and each of them,
proxies with power of substitution to vote on behalf of the undersigned at the
Annual Meeting of Shareholders of UniFirst Corporation to be held at the
Conference Center of Goodwin Procter LLP, located on the Second floor at
Exchange Place, Boston, Massachusetts 02109-2881, on Tuesday, January 14, 2003
at 10:00 o'clock in the forenoon, and at any adjournment thereof, hereby
granting full power and authority to act on behalf of the undersigned at this
meeting and at any adjournment thereof. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
meeting or any adjournment thereof. The undersigned hereby revokes any proxy
previously given and acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement and a copy of the Annual Report for the fiscal year ended August
31, 2002.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNIFIRST
CORPORATION. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE NOMINEE LISTED IN PROPOSAL 1, SO THAT A SHAREHOLDER
WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED
ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
- ----------- -----------
SEE REVERSE (PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY SEE REVERSE
SIDE IN THE ENCLOSED ENVELOPE.) SIDE
- ----------- -----------
UNIFIRST CORPORATION
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940
DETACH HERE ZUFB11
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE SET FORTH IN
PROPOSAL 1 BELOW.
1. ELECTION OF ONE CLASS I DIRECTOR.
NOMINEE: (01) ANTHONY F. DIFILLIPPO
FOR [ ] [ ] WITHHELD
ALL FROM
NOMINEES NOMINEES
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For joint accounts, each owner should sign. Executors, Administrators,
Trustees, etc. should give full title.
Signature:______________ Date:_________ Signature:______________ Date:__________