<PAGE> 1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1995.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to _____________________.
Commission file number: 0-6643
UNITOG COMPANY
(Exact name of registrant as specified in its charter)
Delaware 44-0529828
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 W. 11th Street, Kansas City, MO 64105
(Address of principal executive offices) (Zip Code)
(816) 474-7000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
As of April 30, 1995, the registrant had 9,272,118 shares of
common stock, par value $.01 per share, outstanding.
<PAGE> 2
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page Number
ITEM 1. Financial Statements
(1) Condensed Consolidated Financial Statements (unaudited):
Condensed Consolidated Balance Sheets as of
April 30, 1995 and January 29, 1995. 3
Condensed Consolidated Statements of Earnings for
the Three Months ended April 30, 1995 and May 1, 1994. 4
Condensed Consolidated Statements of Cash Flows
for the Three Months ended April 30, 1995 and May 1, 1994. 5
(2) Notes to Condensed Consolidated Financial Statements. 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 7
PART II. - OTHER INFORMATION
ITEM I. Legal Proceedings 8
ITEM 6. Exhibits and Reports on Form 8-K 8
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
UNITOG COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
April 30, 1995 and January 29, 1995
(unaudited)
April 30, 1995 January 29, 1995
ASSETS -------------- ----------------
Current assets:
Cash and cash equivalents $ 3,600,899 $ 7,717,999
Accounts receivable, less allowance
for doubtful receivables of $431,100
and $425,000, respectively 18,388,968 18,079,047
Inventories (note 2) 14,180,761 13,630,072
Rental garments in service, net 27,008,438 24,478,470
Prepaid expenses 1,219,016 991,674
------------ ------------
Total current assets 64,398,082 64,897,262
Property, plant and equipment, at cost 111,452,166 107,490,586
Less accumulated depreciation 49,480,670 47,974,078
------------ ------------
Net property, plant and equipment 61,971,496 59,516,508
Other assets, net 21,595,077 16,529,871
Excess cost over net assets of businesses
acquired, net 3,948,991 2,504,370
------------ ------------
$151,913,646 $143,448,011
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 849,893 $ 827,214
Accounts payable 8,935,018 6,691,845
Accrued expenses 10,356,149 9,485,204
Income taxes payable 1,059,626 419,969
Deferred income taxes 8,053,000 7,142,000
------------ -----------
Total current liabilities 29,253,686 24,566,232
Long-term debt, less current installments 35,690,788 34,837,880
Other liabilities, noncurrent 1,215,851 986,217
Deferred income taxes, noncurrent 7,684,011 7,625,011
Stockholders' equity:
Common stock of $.01 par value. Authorized
15,000,000 shares; issued and outstanding
9,272,118 shares (note 3) 92,721 92,721
Additional paid-in capital 39,070,262 39,070,262
Retained earnings 38,906,327 36,269,688
------------ ------------
Total stockholders' equity 78,069,310 75,432,671
------------ ------------
$151,913,646 $143,448,011
============ ============
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
UNITOG COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended April 30, 1995 and May 1, 1994
(unaudited)
April 30, 1995 May 1, 1994
-------------- -----------
Revenues:
Rental operations $35,970,814 $32,212,937
Direct sales 14,622,146 13,859,864
----------- -----------
Total revenues 50,592,960 46,072,801
----------- -----------
Operating costs and expenses:
Cost of rental operations 29,170,113 26,140,671
Cost of direct sales 11,918,033 11,265,509
Depreciation and amortization 2,524,691 2,399,893
General and administrative 2,023,361 2,011,377
----------- -----------
Total costs and expenses 45,636,198 41,817,450
----------- -----------
Operating income 4,956,762 4,255,351
Interest expense 630,563 692,531
Other expense, net 4,560 70,021
----------- -----------
Earnings before income taxes 4,321,639 3,492,799
Income taxes 1,685,000 1,362,000
----------- -----------
Net earnings $ 2,636,639 $ 2,130,799
=========== ===========
Net earnings per common share $ .28 $ .23
===== =====
Weighted average common and common equivalent
shares outstanding 9,336,026 9,326,580
=========== ===========
Dividends per common share (note 3) $ -- $ --
=========== ===========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
UNITOG COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended April 30, 1995 and May 1, 1994
(unaudited)
April 30, 1995 May 1, 1994
-------------- -----------
Cash flows from operating activities:
Net earnings $ 2,636,639 $ 2,130,799
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 2,524,691 2,399,893
Provision (benefit) for deferred income taxes 970,000 80,000
Disposal of equipment, net of gains and losses 14,128 128,399
Changes in assets and liabilities:
Accounts receivable (225,514) 236,430
Inventories (550,689) (21,011)
Rental garments in service (729,968) (54,770)
Prepaid expenses (227,342) (337,253)
Other noncurrent assets (12,142) (65,143)
Accounts payable 2,243,173 (1,248,999)
Accrued expenses 870,945 (143,361)
Income taxes payable 639,657 731,973
Other noncurrent liabilities 229,634 244,868
----------- -----------
Net cash provided by operating activities 8,383,212 4,081,825
----------- -----------
Cash flows from investing activities:
Acquisition of rental operations (9,789,141) (20,950)
Purchase of property, plant and equipment (3,586,758) (1,999,170)
----------- -----------
Net cash used by investing activities (13,375,899) (2,020,120)
----------- -----------
Cash flows from financing activities:
Increases in long-term debt 900,000 --
Repayments of long-term debt (24,413) (161,501)
----------- -----------
Net cash provided (used) by financing
activities 875,587 (161,501)
----------- -----------
Net increase (decrease) in cash and cash
equivalents (4,117,100) 1,900,204
Cash and cash equivalents at beginning of period 7,717,999 3,416,988
----------- -----------
Cash and cash equivalents at end of period $ 3,600,899 $ 5,317,192
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 711,000 $ 714,000
=========== ===========
Income taxes $ 75,000 $ 550,000
=========== ===========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
UNITOG COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Three Months Ended April 30, 1995 and May 1, 1994
Note 1
- ------
In the opinion of the Company, the accompanying unaudited condensed consolidated
financial statements reflect adjustments (consisting of normal recurring
accruals) necessary to present fairly the financial position of the Company as
of April 30, 1995, and the results of its operations and its cash flows for the
three months ended April 30, 1995 and May 1, 1994. The results of operations
for the three months ended April 30, 1995 are not necessarily indicative of the
results to be expected for the full year.
Note 2 Inventories
- -------------------
The following is a summary of inventories at April 30, 1995 and
January 29,1995:
April 30, 1995 January 29, 1995
-------------- ----------------
Raw materials $ 3,757,655 $ 3,570,498
Work in progress 2,307,227 2,351,766
Finished goods 11,771,062 11,255,800
----------- -----------
17,835,944 17,178,064
Less LIFO allowance (3,655,183) (3,547,992)
----------- -----------
$14,180,761 $13,630,072
=========== ===========
Note 3 Cash Dividend and Shares Authorized
- ------------------------------------------
At the Annual Meeting of Stockholders of Unitog Company held on May 25, 1995 the
stockholders voted to amend the Second Restated Certificate of Incorporation of
Unitog Company to increase the number of authorized shares of common stock from
15 million shares to 30 million shares.
At its May 25, 1995 Board of Directors meeting the Board declared a $.05 per
share cash dividend payable on June 21, 1995 to stockholders of record on June
6, 1995. The $.05 per share dividend was a 25% increase over the prior year.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $3.6 million at April 30, 1995. At April 30,
1995, the Company had no borrowings outstanding under its bank credit facility.
The amount of borrowings available under the Company's bank credit facility was
$34.8 million at April 30, 1995. The Company's capitalization ratio was 31% at
April 30, 1995 compared to 32% at January 29, 1995.
Cash provided by operating activities was $8.3 million for the quarter ended
April 30, 1995, an increase of $4.3 million or 105% over last year. The
improvement in cash flow from operating activities was due to higher earnings
and non-cash charges for depreciation and amortization from rental acquisitions,
and increased current liabilities. The increase in current liabilities was due
to the timing of certain acquisition related payables and vendor payments.
Working capital was $35.1 million at April 30, 1995 compared to $40.3 million at
January 29, 1995. The funding of rental acquisitions reduced cash and cash
equivalents. Capital expenditures were $3.4 million through April 30, 1995, 79%
greater than last year. The Company plans to open two new plants this fiscal
year. A combined manufacturing and distribution facility will be opened in
Northeastern Alabama and a rental production plant will be built in Las Vegas,
Nevada. Capital expenditures for fiscal 1996 are expected to approximate $17
million.
During the first quarter of fiscal 1996 the Company purchased a cleanroom
operation in Iowa and industrial and linen rental routes in Iowa, Dallas and Los
Angeles. The acquisitions are expected to add over $8.0 million in annual
revenues. The purchased industrial and linen rental routes will be serviced by
existing facilities.
On May 25, 1995 the Company declared a $.05 per share cash dividend payable on
June 21, 1995 to stockholders of record on June 6, 1995. The $.05 per share
dividend is 25% greater than the semi-annual dividend paid in the second quarter
of last year.
Management believes that cash generated from operations, and its bank credit
facility will be sufficient to meet its cash requirements for acquisitions and
capital expenditures in the foreseeable future.
RESULTS OF OPERATIONS
First quarter fiscal 1996 compared to first quarter fiscal 1995
- ---------------------------------------------------------------
Revenues for the first quarter of fiscal 1995 were $50.6 million, an increase of
$4.5 million or 10% over the comparable period last year. Rental revenues for
the quarter were $36.0 million, an increase of $3.8 million or 12% over last
year. The increase in rental revenues was due to acquisitions and internal
growth within our network of existing locations. Direct sales for the first
quarter of fiscal 1995 were $14.6 million, an increase of $763,000 or 5% over
the comparable period last year. The increase in Direct sales was principally
due to higher postal uniform sales.
<PAGE> 8
Operating income for the first quarter of fiscal 1995 was $5.0 million an
increase of $701,000 or 16% over the comparable period last year. Higher
operating contribution from both the Rental and Direct sales businesses created
the improvement from last year.
Net earnings for the first quarter of fiscal 1995 were $2.6 million, an increase
of $506,000 or 24% over the comparable period last year. Higher revenues and
improved operating contribution from both the Rental and Direct sales business
segments created the increase over last year. Net earnings per common share
for the first quarter of fiscal 1995 were $.28 per share, an increase of $.05
per share or 22% over the comparable period last year.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
See the discussion of certain environmental matters in Part I, Item 1 of the
Company's Annual Report on Form 10-K for the fiscal year ended January 29, 1995.
Item 2. Changes in Securities
---------------------
At the Annual Meeting of Stockholders held on May 25, 1995 the stockholders
voted to amend the Second Restated Certificate of Incorporation to increase the
number of authorized shares of common stock from 15 million shares to 30 million
shares.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits.
3(i) Second Restated Certificate of Incorporation as amended to date.
27 Financial Data Schedule for the Quarter ended April 30, 1995.
(b) Reports on Form 8-K.
Unitog Company has not filed any reports on Form 8-K during the
quarter ended April 30, 1995.
<PAGE> 9
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 thereunto duly authorized.
Unitog Company
Dated : June 7, 1995 By: /s/ J. Craig Peterson
J. Craig Peterson
Senior Vice- President of
Finance and Administration,
Chief Financial Officer
(Duly Authorized Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNITOG
COMPANY CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD ENDED APRIL 30, 1995
AND CONSOLIDATED BALANCE SHEET AT APRIL 30, 1995, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000101909
<NAME> UNITOG COMPANY
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-28-1996
<PERIOD-END> APR-30-1995
<CASH> 3,600,899
<SECURITIES> 0
<RECEIVABLES> 18,388,968
<ALLOWANCES> 431,100
<INVENTORY> 14,180,761
<CURRENT-ASSETS> 64,398,082
<PP&E> 111,452,166
<DEPRECIATION> 49,480,670
<TOTAL-ASSETS> 151,913,646
<CURRENT-LIABILITIES> 29,253,686
<BONDS> 35,690,788
<COMMON> 92,721
0
0
<OTHER-SE> 77,976,589
<TOTAL-LIABILITY-AND-EQUITY> 151,913,646
<SALES> 14,622,146
<TOTAL-REVENUES> 50,592,960
<CGS> 11,918,033
<TOTAL-COSTS> 43,612,837
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 630,563
<INCOME-PRETAX> 4,321,639
<INCOME-TAX> 1,685,000
<INCOME-CONTINUING> 2,636,639
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,636,639
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
EXHIBIT 3(i)
SECOND RESTATED
CERTIFICATE OF INCORPORATION OF
UNITOG COMPANY
We, the undersigned, in order to amend and restate the Certificate of
Incorporation of Unitog Company pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby state as follows:
The name and date under which the Corporation was incorporated was Unitog
Company on the 28th day of March, 1969. A Restated Certificate of Incorporation
was filed on May 1, 1984. The Second Restated Certificate of Incorporation was
duly adopted at a meeting of the Board of Directors held March 16, 1989 and
adopted by a majority of the stockholders at a meeting duly held on March 27,
1989, in accordance with the provisions of DEL CODE ANN section 242 and
section 245.
FIRST: The name of the corporation is Unitog Company.
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares of capital stock of all classes of stock
which the Corporation shall have authority to issue is fifteen million one
hundred fifty thousand (15,150,000) shares of stock, of which one hundred fifty
thousand (150,000) shares shall be serial preferred stock, with a par value of
one cent ($.01) per share, and fifteen million (15,000,000) shares shall be
common stock, with a par value of one cent ($.01) per share.
The designations, powers, preferences; the relative, participating, option
or other rights; and the qualifications, limitations and restrictions of any
series of the preferred stock shall be fixed by resolution or resolutions of the
Board of Directors of the Corporation prior to the issuance of any shares
thereof, as authorized or permitted by the General Corporation Law of Delaware.
The privileges, powers, rights, qualifications, limitations, and
restrictions of the common stock are as follows:
(a) The holders of common stock shall receive, to the extent permitted
by law and to the extent the Board of Directors of the Corporation shall
determine, such dividends as may be declared from time to time by the Board of
Directors, subject to any and all prior rights of the holders of then
outstanding shares of the preferred stock, of any and all series, of the
Corporation.
(b) In the event of the voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, the holders of the common stock
shall be entitled to receive the remaining assets of the Corporation available
for distribution, to the extent the Board of Directors shall determine,
subject to any and all prior rights of the holders of then outstanding shares of
the preferred stock, of any and all series, of the Corporation.
(c) Except as may be otherwise required by law or by this Certificate
of Incorporation, each holder of common stock shall have one vote in respect of
each share of stock held by him on all matters voted upon by the stockholders.
(d) No holder of shares of common stock of the Corporation, now or
hereafter authorized, shall have any preferential or preemptive right to
subscribe for, purchase, or receive any shares of stock of the Corporation of
any class, now or hereafter authorized, or any options or warrants for such
shares, or any securities convertible into or exchangeable for such shares,
which may at any time or from time to time be issued, sold, or offered for sale
by the Corporation.
FIFTH: Except as otherwise specifically provided by applicable statute,
all powers of management, direction and control of the Corporation shall be
vested in its Board of Directors.
The total number of directors which shall constitute the whole Board of
Directors of the Corporation shall be fixed from time to time in the manner
provided in the Bylaws, such number in no event to exceed twelve (12) persons.
Commencing with the annual meeting of the stockholders in 1989, the Board of
Directors shall be divided into three categories, Class A, Class B and Class C,
with each category as nearly equal in number as possible. At such annual
meeting of stockholders in 1989, directors of the first category (Class A) shall
be elected to hold office for a term expiring at the next succeeding annual
meeting of stockholders; directors of the second category (Class B) shall be
elected to hold office for a term expiring at the second succeeding annual
meeting of stockholders; and directors of the third category (Class C) shall be
elected to hold office for a term expiring at the third succeeding annual
meeting of the stockholders and, in each case, until his successor is elected
and qualified or until his earlier resignation or removal. At each annual
meeting of stockholders of the Corporation after 1989, the successors to the
category of directors whose term shall then expire shall be elected to hold
office for terms expiring at the third succeeding annual meeting after such
election. There shall be no prerequisites or specific qualifications for
election as a director of the Corporation. Any increase or decrease in the
authorized number of directors shall be apportioned by the Board of Directors
among the categories so as to make all categories as nearly equal in number as
possible. No decrease in the authorized number of directors shall shorten the
term of any incumbent director. A director who is chosen in the manner provided
in the bylaws to fill a vacancy on the Board of Directors or to fill a
newly-created directorship resulting from an increase in the authorized number
of directors shall hold office until the next election of the category for which
such director shall have been chosen and until his successor is elected and
qualified or until his earlier resignation or removal. Directors of the
Corporation may be removed only for cause.
A majority of the total number of directors of the Corporation shall
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at a meeting at which a quorum is then present shall be
the act of the Board of Directors.
SIXTH: In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized:
(a) To make, adopt, alter, amend or repeal the Bylaws of the
Corporation;
(b) To, in its sole discretion, call special meetings of the
Stockholders of the Corporation;
(c) To set apart out of any of the money or funds of the corporation
available for dividends a reserve or reserves for any proper purpose or to
abolish any such reserve in the manner in which it was created;
(d) When and as authorized by the stockholders' vote required under the
provisions of the Ninth Article hereof, to sell, lease or exchange all or
substantially all of the property or assets of the Corporation, including its
goodwill and its corporate franchises, upon such terms and conditions and for
such consideration, which may be in whole or in part shares of stock in, or
other securities of (or both), any other corporation or corporations as the
Board of Directors may deem expedient and for the best interests of the
Corporation; and
(e) To sell, issue or otherwise dispose of common stock or any other
securities of the Corporation, including preferred stock, debentures, bonds,
mortgages, notes, certificates, and any and all other securities whatsoever, for
such consideration as the Board of Directors in its discretion shall determine;
provided, however, that no shares of stock shall be sold for any consideration
not in accordance with the laws of the State of Delaware; and further provided,
however, that no shares of stock shall be issued in connection with the
acquisition of another corporation, person, or other entity, which corporation,
person or other entity, directly or indirectly, is the beneficial owner of five
percent (5%) or more the then issued and outstanding stock of any class of stock
of the Corporation, except if such issuance is authorized by the stockholders'
vote required or otherwise permitted under the provisions of the Ninth Article
hereof.
The Corporation may in its bylaws confer powers additional to the foregoing
upon the directors, in addition to the powers, authorities and duties expressly
conferred upon them by law.
SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders hereby are granted subject to this reservation. Any amendment,
alteration, change or repeal of any of the provisions of this Certificate of
Incorporation shall require the approval or authorization of at least a majority
of the directors constituting the whole Board of Directors. Additionally, any
amendment, alteration, change or repeal of either the provisions regarding the
authorization of the one hundred fifty thousand (150,000) shares of preferred
stock and the rights and preferences of such preferred stock contained in the
Fourth Article or of the Fifth, Sixth, Seventh, Eighth, Ninth or Tenth Articles
hereof shall require the affirmative vote of at least sixty-six and two-thirds
percent (66 2/3%) of the outstanding shares of all classes of stock of the
Corporation entitled to vote in the election of directors voting as one class.
Nor shall new provisions to this Certificate of Incorporation be adopted or
existing provisions to this Certificate of Incorporation be amended, which in
either instance are in conflict or are inconsistent with the aforesaid
provisions and Articles, except upon such sixty-six and two-thirds percent (66
2/3%) stockholder vote.
EIGHTH: The bylaws of the Corporation may be adopted, altered, amended
or repealed by the affirmative vote of a majority of the whole Board of
Directors of the Corporation; provided, however, that at any annual meeting, or
at any special meeting called for that purpose, the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of all
classes of stock of the Corporation entitled to vote in the election of
directors voting as one class, may also adopt, alter, amend or repeal any bylaw
of the Corporation. Any adoption, alteration, amendment or repeal of the bylaws
by the stockholders may from time to time thereafter be changed by the directors
as aforesaid, unless the stockholders shall have provided otherwise in adopting,
altering, amending or repealing the bylaws.
NINTH: Except as set forth below, the affirmative vote of the holders
of at least sixty-six and two-thirds percent (66 2/3%) of all classes of stock
of the Corporation entitled to vote in election of directors voting as one
class, shall be required (a) for the adoption of any agreement for the merger or
consolidation of the Corporation with or into any other corporation, or (b) to
authorize any sale or lease of all or substantially all of the assets of the
Corporation, or (c) any sale or lease to the Corporation or any subsidiary
thereof in exchange for voting securities of the Corporation amounting to more
than 5% of the voting securities of the Corporation outstanding immediately
prior to such exchange of any assets of, any other corporation, person or other
entity, if, in either case, as of the record date for the determination of
stockholders entitled to notice thereof and to vote thereon or consent thereto,
such other corporation, person or entity is the beneficial owner, directly or
indirectly, of more than 5% of the outstanding shares of stock of the
Corporation entitled to vote in elections of directors considered for the
purposes of this Ninth Article as one class. Such affirmative vote shall be in
addition to the vote of the holders of the stock of the Corporation otherwise
required by law or any agreement between the Corporation and any national
securities exchange.
For the purposes of this Ninth Article, (x) any corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of stock of the
Corporation (i) which it has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, or (ii)
which are beneficially owned, directly or indirectly (including shares deemed
owned through application of clause (i) above), by any other corporation, person
or entity with which it or its "affiliate" or "associate" (as defined below) has
any agreement, arrangement, or understanding for the purpose of acquiring,
holding, voting or disposing of stock of the Corporation, or which is its
"affiliate" or "associate" as those terms are defined in Rule 12B-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934 as in
effect on March 1, 1989, and (y) the outstanding shares of any class of stock of
the Corporation shall include shares deemed owned through application of clauses
(i) and (ii) above, but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise.
The Board of Directors shall have the power and duty to determine for the
purposes of this Ninth Article, on the basis of information known to the
Corporation, whether (A) such other corporation, person or other entity
beneficially owns more than 5% of the outstanding shares of stock of the
Corporation entitled to vote in elections of directors, (B) a corporation,
person or entity is an "affiliate" or "associate" (as defined above) of another,
and (C) the memorandum of understanding referred to below is substantially
consistent with the transaction covered thereby. Any such determination shall
be conclusive and binding for all purposes of this Ninth Article.
The provision of this Ninth Article shall not be applicable to (I) any sale
or lease to the Corporation or any subsidiary thereof in exchange for voting
securities of the Corporation amounting to more than 5% of the voting securities
of the Corporation outstanding immediately prior to such exchange of any assets
of, any corporation if a majority of the whole Board of Directors of the
Corporation shall by resolution have approved a memorandum of understanding with
such other corporation with respect to and substantially consistent with such
transaction, prior to the time that such other corporation shall have become a
holder of more than 5% of the outstanding shares of stock of the Corporation
entitled to vote in elections of directors; or (II) any merger or consolidation
of the Corporation with, or any sale or lease of all or substantially all of the
assets of the Corporation to, any corporation of which a majority of the
outstanding shares of all classes of its voting stock is owned of record or
beneficially by the Corporation or its subsidiaries.
TENTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except to the extent such exemption from liability or
limitation thereof is not permitted by Delaware General Corporation Law as it
now exists or may hereafter be amended. Notwithstanding the foregoing, a
director shall be liable to the extent provided by existing Delaware General
Corporation Law (a) for beaches of the director's duty of loyalty to the Company
or its stockholders, (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) pursuant to
Section 174 of the Delaware General Corporation Law, or (d) for any transactions
from which the director derived an improper personal benefit. Any repeal or
modification of these provisions shall not adversely affect any right of any
director of the Corporation existing at the time of such repeal or modification.
ELEVENTH: The Corporation shall have the power to indemnify officers,
directors, employees and agents to the extent permitted by the Bylaws, as
amended from time to time.
Dated this 27th day of March, 1989.
UNITOG COMPANY
By:/s/ Randolph K. Rolf
Randolph K. Rolf, President
(SEAL)
ATTEST:
/s/ Thomas W. Van Dyke
Thomas W. Van Dyke, Secretary
STATE OF MISSOURI )
) ss:
COUNTY OF JACKSON )
I, Marian Heyer, a Notary Public within and for the above County and
State, do hereby certify that on the 27th day of March, 1989, personally
appeared RANDOLPH K. ROLF, who, being by me first sworn, declared that he is
the President of Unitog Company, a Delaware corporation, and acknowledged that
he signed the foregoing document as President of the corporation and as the
free act and deed of the corporation, and that the statements contained
therein are true.
/s/ Marian Heyer
Notary Public
Marian Heyer
Notary Public - State of Missouri
Commissioned in Jackson County
My Commission expires October 14, 1989
(SEAL)
My Appointment Expires:
October 14, 1989
<PAGE>
CERTIFICATE OF AMENDMENT TO
SECOND RESTATED
CERTIFICATE OF INCORPORATION OF
UNITOG COMPANY
Unitog Company, a Corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Unitog Company
resolutions were duly adopted setting forth a proposed amendment of the Second
Restated Certificate of Incorporation, declaring said amendment to be advisable
and directing that the amendment be submitted to the Stockholders of said
Corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Second Restated Certificate of Incorporation of Unitog
Company be amended by changing the Fifth Article thereof, so that, as amended,
said Article shall be and read in its entirety as follows:
FIFTH: Except as otherwise specifically provided by applicable statute,
all powers of management, direction and control of the Corporation shall be
vested in its Board of Directors.
The total number of directors which shall constitute the whole Board of
Directors of the Corporation shall be fixed from time to time in the manner
provided in the Bylaws, such number in no event to exceed twelve (12) persons.
Commencing with the annual meeting of the stockholders in 1989, the Board of
Directors shall be divided into three categories, Class A, Class B and Class C,
with each category as nearly equal in number as possible. At such annual
meeting of stockholders in 1989, directors of the first category (Class A) shall
be elected to hold office for a term expiring at the next succeeding annual
meeting of stockholders; directors of the second category (Class B) shall be
elected to hold office for a term expiring at the second succeeding annual
meeting of stockholders; and directors of the third category (Class C) shall be
elected to hold office for a term expiring at the third succeeding annual
meeting of the stockholders and, in each case, until his successor is elected
and qualified or until his earlier resignation or removal. At each annual
meeting of stockholders of the Corporation after 1989, the successors to the
category of directors whose term shall then expire shall be elected to hold
office for terms expiring at the third succeeding annual meeting after such
election. there shall be no prerequisites or specific qualifications for
election as a director of the Corporation. Any increase or decrease in the
authorized number of directors shall be apportioned by the Board of Directors
among the categories so as to make all categories as nearly equal in number as
possible. No decrease in the authorized number of directors shall shorten the
term of any incumbent director. A director who is chosen in the manner provided
in the Bylaws to fill a vacancy on the Board of Directors or to fill a
newly-created directorship resulting from an increase in the authorized number
of directors shall hold office until the next election of the category for which
such director shall have been chosen and until his successor is elected and
qualified or until his earlier resignation or removal.
Except as otherwise provided by law, any director, directors or the entire
Board of Directors may be removed for cause by the holders of a majority of the
outstanding shares of all classes of stock of the Corporation then entitled to
vote at an election of directors voting as one class and may be removed without
cause by the holders of two-thirds (2/3) of the outstanding shares of all
classes of stock of the Corporation then entitled to vote at an election of
directors voting as one class. The term "for cause" is hereby exclusively
defined and limited to mean conviction of a felony by a court of competent
jurisdiction where such conviction is no longer subject to direct appeal or
adjudication by a court of competent jurisdiction of liability for negligence or
misconduct in the performance of the director's duty to the Corporation in a
matter of substantial importance to the Corporation where such adjudication is
no longer subject to direct appeal.
A majority of the total number of directors of the Corporation shall
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at a meeting at which a quorum is then present shall be
the act of the Board of Directors.
SECOND: That in lieu of a meeting and vote of the Stockholders, the
Stockholders have given Consent to said Amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment has been given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every Stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said UNITOG COMPANY has caused this Certificate to be
signed by its President and attested by an Assistant Secretary, this 16th day of
May, 1989.
UNITOG COMPANY
By: /s/ Randolph K. Rolf
Randolph K. Rolf, President
ATTEST:
By: /s/ Robert M. Barnes
Robert M. Barnes,
Assistant Secretary
<PAGE>
STATE of DELAWARE
CERTIFICATE of AMENDMENT of the
SECOND RESTATED CERTIFICATE of INCORPORATION
of
UNITOG COMPANY
FIRST: That at a meeting of the Board of Directors of Unitog Company
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the provisions of present Article FOURTH of the Second
Restated Certificate of Incorporation of the Company are amended by
(i) deleting on the third line thereof "fifteen million one hundred
fifty thousand (15,150,000)" and inserting in lieu thereof "thirty million one
hundred fifty thousand (30,150,000)"; and
(ii) deleting on the sixth line thereof "fifteen million
(15,000,000)" and inserting in lieu thereof "thirty million (30,000,000)";
thereby causing the first paragraph of Article FOURTH to read as
follows:
FOURTH: The total number of shares of capital stock of all classes of
stock which the Corporation shall have authority to issue is thirty million
one hundred fifty thousand (30,150,000) shares of stock, of which one hundred
fifty thousand (150,000) shares shall be serial preferred stock, with a par
value of one cent ($.01) per share, and thirty million (30,000,000) shares
shall be common stock, with a par value of one cent ($.01) per share.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said Unitog Company has caused this certificate to be
signed by R. K. Rolf, an Authorized Officer, this 30th day of May, A.D. 1995.
By: /s/ Randolph K. Rolf
Authorized Officer
