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): April 1, 2003
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National Service Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-03208
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(Commission File Number)
58-0364900
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(IRS Employer Identification No.)
1420 Peachtree Street, N. E., Suite 200, Atlanta, Georgia 30309-3002
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (404) 853-1000
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 1, 2003, National Service Industries, Inc. (the "Company" or
the "Registrant") and NS Acquisition Corp. ("Buyer") entered into an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to which each outstanding
share of the Company's common stock will be converted into the right to receive
$10.00 in cash (the "Transaction").
The Transaction originated with an unsolicited offer to the Company by
California Investment Fund, LLC, an affiliate of Buyer. The board of directors
of the Company has unanimously approved and adopted the Merger Agreement.
SunTrust Robinson Humphrey is serving as financial advisor to the Company.
The closing of the Transaction is subject to the approval of the
Company's stockholders, the receipt of certain financing, and other customary
conditions. Commitment letters have been obtained with respect to all necessary
financing in connection with the Transaction. The Transaction is expected to
close around midyear in calendar year 2003. Prior to the closing of the
Transaction, the Company is authorized under the terms of the Merger Agreement
to receive and consider any alternative third-party proposals with respect
to the acquisition of the Company.
The foregoing summary is qualified in its entirety by reference to the
Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of April 1, 2003,
by and between NS Acquisition Corp. and the Registrant
(1)
99.1 Press Release, issued by the Registrant on April 2, 2003
(1) Schedules and similar attachments to this exhibit have not been filed.
These materials include the Registrant's disclosure letter. The
Registrant agrees to furnish supplementally a copy of any of these
materials to the Securities and Exchange Commission upon request.
Item 9. Regulation FD Disclosure and Item 12. Results of Operation and
Financial Condition.*
The following information and the exhibit relating thereto are
furnished pursuant to Item 12 of this Current Report on Form 8-K. On April 2,
2003, the Registrant issued a press release announcing the Transaction and the
financial results of the second fiscal quarter ended February 28, 2003. A copy
of the press release is attached hereto as Exhibit 99.1.
* The information furnished under Item 12 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.
***
Certain information contained in this report constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are inherently
uncertain and involve risks. Statements that are not historical facts, including
statements about management's estimates, beliefs and expectations, are
forward-looking statements. These statements include, among others, statements
regarding the expected timing of the closing of the Transaction. Forward-looking
statements are only predictions and are not guarantees of performance. These
statements are based on management's beliefs and assumptions, which in turn are
based on currently available information. Important assumptions relating to the
forward-looking statements include, among others, the timely satisfaction of the
conditions set forth in the Merger Agreement, including the receipt of all
necessary financing to complete the Transaction. These assumptions could prove
inaccurate. Forward-looking statements also involve risks and uncertainties,
which could cause actual results to differ materially from those contained in
any forward-looking statement. Many of these factors are beyond the Company's
ability to control or predict. Such factors include, but are not limited to,
delays in the receipt of necessary financing and third party and governmental
consents to complete the Transaction. The Company does not undertake any
obligation to publicly update or revise any forward-looking statements because
of new information, future events or otherwise.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 2, 2003
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/ Carol Ellis Morgan
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Carol Ellis Morgan
Senior Vice President, General
Counsel, and Secretary