SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)........ May 1, 1998
G&K SERVICES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-4063 41-0449530
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
5995 Opus Parkway, Suite 500
Minnetonka, MN 55343
(Address of principal executive offices)
Registrant's telephone number, including area code ....... (612) 912-5500
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 1, 1998, the Registrant, G&K Services, Inc., a Minnesota
corporation ("G&K"), completed the sale of 10 processing facilities and
related branches to Tartan Textile Services, an affiliate of Aurora Capital
Partners. The transaction includes seven of the nine linen rental plants and
three of the 20 uniform rental plants acquired by G&K from National Linen
Services (NLS), a division of National Service Industries, in July 1997.
G&K received $75 million for the operating assets acquired by Tartan and
will realize another $6 million from the liquidation of working capital used
in the businesses being sold. The Company earlier received $2.6 million from
a linen facility sold separately last January. Proceeds from the sales will
be used to reduce G&K's $333 million outstanding debt.
The transaction with Tartan Textile Services completes the sale of eight
of the nine linen facilities acquired from NLS. G&K is continuing to market
the remaining linen facility. In addition to seven linen facilities, three
uniform rental plants located in West Virginia and west Texas are included in
the Tartan Textile Services transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS. The following documents are filed as an exhibit to this Form
8-K and is incorporated herein by reference:
EXHIBIT NO. DESCRIPTION
- ---------- -----------
2.1 Asset Purchase Agreement by and among G&K Services Linen
Co., G&K Services Co., G&K Services, Inc., and TTSI
Services Acquisition Sub, Inc. and Tartan Textile
Services, Inc. dated as of April 25, 1998.
99.1 Press Release
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Certain related transaction documents and exhibits (the "Exhibits") to the Asset
Purchase Agreement (Exhibit 2.1) are not being filed herewith. The Registrant
undertakes to furnish a copy of any omitted Exhibit to the Commission upon
request. Pursuant to Item 601(b)(2) of Regulation S-K, the following is a list
of the omitted Exhibits and Schedules:
EXHIBITS
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Exhibit A - Acquired Facilities
Exhibit B-1 - Subcontract Assignment
Exhibit B-2 - Subcontract Agreement
Exhibit C - Seller Counsel's Legal Opinion
Exhibit D - Purchaser Counsel's Legal Opinion
Exhibit E - Assignment and Assumption of Lease
Exhibit F - Bill of Sale and General Assignment
Exhibit G - Assumption Agreement
Exhibit H - Transition Services Assignment
SCHEDULES
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1.1(b) Owned Real Property
1.1(h) Owned Vehicles
1.1(i)(ii) Nonproprietary Software License Agreements
1.1(i)(iii) Owned Real Property Leased to Others
1.1(i)(iv) Real Property Leases
1.1(i)(v) Personal Property Leases
1.1(i)(vi) Collective Bargaining Agreements
1.1(k) Prepaid Items
1.1(1) Intellectual Property
1.1(q) Excluded Assets
1.3 Seller and NSI Proprietary Rights
1.4(a) NSI Multilocation Accounts
1.4(b) Seller Multilocation Accounts
1.5 Certain Underground Storage Tanks
2.1(b) Compliance Orders
2.1(d) Benefit Plans Purchaser is not Permitted to Assume
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2.1(e) Multiemployer Plans
3.3(b) Adjustment Schedule
3.5 Bank Account Information
3.10 Allocation of Purchase Price
4.2(a) Financial Information
4.4 Permitted Encumbrances
4.5 Real Property
4.8 Litigation
4.9 Labor and Employment Agreements
4.10(a) Pension and Welfare Plans
4.10(b) Deferred Profit Sharing, Deferred Compensation and Pension Plans
4.11 Environmental Matters
4.12 Consents
4.13 Other Contracts
4.14 Licenses and Permits
4.15 Inventory
4.16 Applicable Law
5.3 Brokers
6.1(g) Collective Bargaining Agreement Parameters
6.4 Environmental Remediation
6.5(a)(v) Restricted Territories
7.2(a) Excluded Employees
7.2(b) Severance Benefits
14.7 Knowledge
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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.
Dated: May 14, 1998 G&K SERVICES, INC.
By /s/ Timothy W. Kuck
-------------------------------------
Its Chief Financial Officer
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EXHIBIT INDEX
PAGE
EXHIBIT NO. DESCRIPTION NUMBER
- ----------- ----------- ------
2.1 Asset Purchase Agreement by and among G&K Services
Linen Co., G&K Services Co., G&K Services, Inc., and
TTSI Services Acquisition Sub, Inc. and Tartan Textile
Services, Inc. dated as of April 25, 1998.
99.1 Press Release
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