<PAGE>
Registration No. 333- ____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNITOG COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 44-0529828
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) (Identification No.)
101 West 11th Street
Kansas City, Missouri 64105
(816) 474-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
- --------------------------------------------------------------------------------
Robert M. Barnes
Vice President and General Counsel
Unitog Company
101 West 11th Street
Kansas City, Missouri 64105
(816) 474-7000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for
service, should be sent to:
Mary Anne O'Connell
Husch & Eppenberger
1200 Main Street, Suite 1700
Kansas City, Missouri 64105
(816) 421-4800
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement pending market
conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Amount to Proposed maximum Proposed Maximum
be offering price per unit aggregate offering price Amount of Registration
Title of Securities to be registered registered (1) (1) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common stock ($.01 par value
per share) 266,590 $28.25 $7,531,167.50 $2,597.00
====================================================================================================================================
</TABLE>
(1) Computed solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c), based on the average of the high and
low prices reported for the Common Stock on the Nasdaq National Market for
September 17, 1996.
<PAGE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
SUBJECT TO COMPLETION DATED SEPTEMBER 20, 1996
PROSPECTUS
UNITOG COMPANY
266,590 SHARES COMMON STOCK
($.01 PAR VALUE)
Up to 266,590 shares ("Shares") of Common Stock, $.01 par value per share
("Common Stock"), of Unitog Company ("Company") offered hereby are being offered
for the account of certain shareholders of the Company (individually "Selling
Shareholder" and collectively "Selling Shareholders"). The Company will not
receive any proceeds of the sale of the Shares. See "Selling Shareholders."
The Selling Shareholders, directly, or through agents, broker-dealers or
underwriters designated from time to time, may sell the Shares from time to time
on terms to be determined at the time of sale. The Selling Shareholders reserve
the sole right to accept or reject, in whole or in part, any proposed purchase
of the Shares to be made directly or through agents. The Selling Shareholders,
jointly and severally have agreed to bear all reasonable costs, expenses and
fees associated with such registration, subject to a certain maximum amount in
connection with the registration and sale of the Shares. The Selling
Shareholders shall bear the expense of all sales commissions related to the sale
of the Shares. See "Selling Shareholders" and "Plan of Distribution."
The Common Stock of the Company is included in the Nasdaq National Market
under the trading symbol "UTOG." On September 17, 1996, the closing sale price
of the Common Stock as reported on the Nasdaq National Market was $28.75 per
share.
The Selling Shareholders, and any agents or broker-dealers that participate
with the Selling Shareholders in the distribution of the Shares, may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by them and any
profit on their resale of the Shares may be deemed to be underwriting discounts
and commissions for purposes of indemnification arrangements among the Company
and the Selling Shareholders. Neither, the Company nor the Selling Shareholders
can presently estimate the amount of such compensation.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______________
The date of this Prospectus is September __, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the office of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its Regional Offices located at 7
World Trade Center, 13th Floor, New York, New York 10048, and Suite 1400, 500
West Madison Street, Chicago, Illinois 60661, and copies of such materials can
be obtained from the Public Reference Section of the Commission, at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding the Company that is filed
electronically with the Commission. The address of the Commission's Web site is
http://www.sec.gov. The Common Stock is included in the Nasdaq National Market
and reports, proxy statements and other information concerning the Company can
also be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement as
permitted by the rules and regulations of the Commission, and reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the securities offered hereby. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and in each instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission, which may be inspected at the Commission's offices without
charge or copies of which may be obtained from the Commission upon payment of
the prescribed fees. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been previously filed by the Company with the
Commission and are hereby incorporated by reference in this Prospectus as of
their respective dates:
(a) Annual Report on Form 10-K for the fiscal year ended January 28, 1996;
(b) Quarterly Reports on Form 10-Q for the quarters ended April 28, 1996
and July 28, 1996;
(c) Proxy statement relating to the Annual Meeting of Shareholders held
May 23, 1996; and
(d) The description of Common Stock in the Company's Registration
Statement on Form 8-A, dated May 14, 1989, as amended under cover of
Form 8, dated May 17, 1989, under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
Additionally, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering of the
securities made hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent
2
<PAGE>
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide, upon request, without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than certain exhibits to such documents
which are not specifically incorporated by reference in such documents).
Requests for such copies should be directed to: Robert M. Barnes, Secretary,
Unitog Company, 101 West 11th Street, Kansas City, Missouri 64105.
_______________
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR A SUPPLEMENT TO THIS PROSPECTUS
IN CONNECTION WITH THE OFFER MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING SHAREHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY STATE OR OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITAITON IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT
ANY TIME DOES NOT IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THIS DATE.
_______________
THE COMPANY
The Company is a leading provider of high quality uniform rental services
to a variety of industries and sells custom-designed uniforms primarily to
national companies in connection with their corporate image programs. The
Company manufactures substantially all the uniforms it rents or sells. The
Company provides national uniform programs for many of the largest companies in
the United States on both a rental and direct sale basis.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. All of the proceeds from the sale of the Shares offered
hereby will be received by Selling Shareholders.
3
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of August 31, 1996, and as
adjusted to reflect the sale of the Shares by the Selling Shareholders. None of
the individuals identified below owns more than 1% of the Company's outstanding
Common Stock as of the date of this Prospectus. Unless otherwise indicated, the
Selling Shareholders listed below possess sole voting and investment power with
respect to the Shares listed below.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Name of Beneficially Owned Number of Shares Beneficially Owned
Selling Shareholder Prior to the Offering Being Offered After the Offering(1)
- ------------------- ------------------------ ------------------- ---------------------
<S> <C> <C> <C>
Garry Paul 133,296(2) 133,296(2) 0
John Paul 66,647(3) 66,647(3) 0
James D. Sutton, Jr. 66,647(3) 66,647(3) 0
</TABLE>
(1) Assumes that the Selling Shareholders sell all of the Shares being offered.
(2) Includes 13,328 shares of Common Stock held in escrow.
(3) Includes 6,664 shares of Common Stock held in escrow.
All of the Shares offered hereby are beneficially owned by the Selling
Shareholders and were received by the Selling Shareholders in connection with
the merger ("Merger") of American Dust Control Co., Inc. ("American Dust") with
and into the Company's subsidiary, Unitog Rental Services, Inc. ("Unitog
Rental") by agreement ("Merger Agreement") dated March 29, 1996. The Merger
resulted in the conversion of all of the shares of American Dust into shares of
Common Stock and pursuant thereto the Selling Shareholders received unregistered
Common Stock issued by the Company to them in the amounts set forth in the above
table. Pursuant to the terms of the Merger Agreement, 13,328 shares of Common
Stock for Mr. Garry Paul and 6,664 shares of Common Stock for Messrs. John Paul
and James Sutton were placed in escrow ("Escrow Shares"). The Escrow Shares are
scheduled to be released to the Shareholders on March 29, 1997, subject to
indemnification claims of the Company as provided in the Merger Agreement. The
Escrow Shares are being registered herein, but may not be sold until they are
released from escrow.
Prior to the Merger, the Selling Shareholders owned and operated American
Dust. Since March 29, 1996, Mr. John Paul has been employed by the Company in
the capacity of general manager of the Company's dust control operation in
Philadelphia. Mr. Garry Paul entered into a Consulting Agreement with the
Company which commenced on April 15, 1996 for a term of twelve months,
automatically renewable unless terminated by either party. As part of the
Merger, the Company assumed the indebtedness of American Dust to the Selling
Shareholders, in the original principal amounts of $203,222 to Garry Paul and
$101,611 to each of the other two Selling Shareholders. The outstanding
principal balance is approximately $66,740 in the case of Garry Paul, and
approximately $33,870 in the case of each of the other two Selling Shareholders.
The notes bear interest at the rate of 7% per year, and the final payment of all
remaining principal and interest is due on November 1, 1996.
Under the terms of the Merger Agreement, the Selling Shareholders received
certain registration rights ("Registration Rights") covering the Shares of
unregistered Common Stock received in the Merger. Pursuant to the Merger
Agreement, and the provisions contained therein with respect to the Registration
Rights, the Company has caused this Registration Statement to be filed covering
the Shares. The Selling Shareholders, jointly and severally, have agreed to bear
all reasonable costs, expenses and fees associated with such registration,
subject to a maximum
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<PAGE>
amount of Forty Thousand Dollars ($40,000) in connection with the registration
and sale of the Shares. The Selling Shareholders are also obligated to pay all
underwriting discounts and selling commissions attributable to the Shares.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders,
pledgees, donees, transferees or other successors in interest on the Nasdaq
National Market or any national securities exchange or automated interdealer
quotation system on which shares of Common Stock are then listed, through
negotiated transactions or otherwise at prices and on terms then prevailing or
at prices related to the then current market price or at negotiated prices. The
Selling Shareholders may effect sales of the Shares directly or by or through
agents, brokers, dealers or underwriters and the Shares may be sold by one or
more of the following methods: (a) an underwritten public offering; (b) in
ordinary brokerage transactions; (c) purchases by a broker-dealer as principal
and resale by such broker-dealer for its own account pursuant to this
Prospectus; (d) in "block" sales in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell the block as
principal to facilitate the transaction; (e) through the writing of options on
the Shares; and (f) through transactions negotiated directly with purchasers. At
the time a particular offer is made, a Supplement Prospectus, if required, will
be distributed that sets forth the name of any agents, broker-dealers or
underwriters, any commissions and other terms constituting compensation and any
other required information. Any such Supplement Prospectus will be filed by the
Company with the Commission pursuant to Rule 424(c) under the Securities Act. In
effecting sales, broker-dealers engaged by the Selling Shareholders and/or the
purchasers of the Shares may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions, concessions or discounts from the
Selling Shareholders and/or the purchasers of the Shares in amounts to be
negotiated immediately prior to the sale. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders and any broker-dealer who acts in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any compensation received by
them and any profit on any resale of the Shares as principals might be deemed to
be underwriting discounts and commissions under the Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the Shares may not be sold unless
they have been registered or qualified for sale in such states or an exemption
from such registration or qualification requirement is available and is complied
with.
Pursuant to the Registration Rights between the Company and the Selling
Shareholders, the Company has filed the Registration Statement, of which this
Prospectus forms a part, with respect to the sale of the Shares. The Company has
agreed to use its reasonable efforts to keep the Registration Statement
continuously effective until the Shareholders are eligible to sell the Shares
under Rule 144 promulgated under the Securities Act.
Pursuant to the Merger Agreement, the Company and the Selling Shareholders
have agreed to indemnify each other for certain liabilities, including
liabilities under the Securities Act, in connection with the registration of the
Shares.
5
<PAGE>
FORWARD-LOOKING STATEMENTS
Forward-looking statements to the extent they appear in this registration
statement or are incorporated into this registration statement by reference,
including in the Description of Business and in Management's Discussion and
Analysis, reflect Management's current expectations for economic and business
growth, future revenues and profitability. Actual results may differ materially
from those expectations. Factors that could cause results to differ materially
include labor-related events, and particularly strikes, labor disputes or
increased costs of labor; fluctuations in the cost of materials; and changes in
the general economy, including unemployment levels.
LEGAL MATTERS
The legality of the Shares offered hereby is being passed upon for the
Company by Robert M. Barnes, Vice President and General Counsel for the Company.
EXPERTS
The consolidated financial statements of Unitog Company as of January 28,
1996 and January 29, 1995, and for each of the fiscal years in the three-year
period ended January 28, 1996, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses to be paid in connection with the issuance and distribution of
the securities being registered, other than underwriting discounts and
commissions, are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $ 2,597
Accounting Fees and Expenses - estimated $ 7,500
Legal Fees and Expenses - estimated $14,000
Miscellaneous - estimated $ 1,403
-------
Total $25,500
</TABLE>
All of the above items are estimates except the SEC Registration Fee. The
Selling Shareholders have agreed to bear the expenses subject to a cap of
$40,000. Underwriting discounts and selling commissions attributable to the
Shares are to be paid by the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or was
serving at the request of the corporation as a director, officer or agent of
another corporation or business entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Furthermore, a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or business entity, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery shall determine that such person is fairly and
reasonably entitled to indemnity for such expenses.
Registrant's Certificate of Incorporation and Bylaws provide that
registrant shall indemnify its directors to the full extent permitted by law,
and that it may, at the discretion of the Board of Directors, indemnify
officers, employees or agents of the registrant to the full extent permitted by
law. The Bylaws further provide that the registrant may purchase and maintain
liability insurance on behalf of directors, officers, employees or agents of
registrants, whether or not registrant would have the power to indemnify them
against such liability under the provisions of law. Registrant maintains an
officers and directors liability insurance policy insuring registrant's officers
and directors against certain liabilities and expenses incurred by them in their
capacities as such, and insuring registrant under certain circumstances, in the
event that indemnification payments are made by registrants to such officers and
directors.
II-1
<PAGE>
The Certificate of Incorporation provides that no director shall be
personally liable to the registrant 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
the Delaware General Corporation Law. Notwithstanding the foregoing, a director
shall be liable to the extent provided by existing Delaware General Corporation
Law (a) for breaches of the director's duty of loyalty to the registrant 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 (involving certain unlawful
dividends or stock repurchases) or (d) for any transactions from which the
director derived an improper personal benefit.
ITEM 16. Exhibits
The Exhibits to this Registration Statement are listed in the Exhibit
Index in Page E-1 of this Registration Statement, which Index is incorporated
herein by reference.
ITEM 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) and
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
II-2
<PAGE>
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on September 18,
1996.
UNITOG COMPANY
By: Randolph K. Rolf
-----------------
Randolph K. Rolf
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Randolph K. Rolf and J. Craig Peterson, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any other documents and instruments
incidental thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents and/or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Randolph K. Rolf Chairman and Chief September 18, 1996
- ------------------- Executive Officer
Randolph K. Rolf and Director
J. Craig Peterson Senior Vice President, September 18, 1996
- ------------------- Finance and Administration
J. Craig Peterson Chief Financial Officer
(Principal Financial Officer)
Ronald J. Harden Controller September 18, 1996
- ---------------- (Principal Accounting Officer)
Ronald J. Harden
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
G. Kenneth Baum Director September 18, 1996
- ---------------
G. Kenneth Baum
John W. Caffry Director September 18, 1996
- ---------------
John W. Caffry
D. Patrick Curran Director September 18, 1996
- -----------------
D. Patrick Curran
Robert F. Hagans Director September 18, 1996
- ----------------
Robert F. Hagans
David B. Sharrock Director September 18, 1996
- -----------------
David B. Sharrock
William D. Thomas Director September 18, 1996
- -----------------
William D. Thomas
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<C> <S> <C>
4.1 Specimen common stock certificate (filed as Exhibit 4(a)
to registrant's registration statement on
Form S-3 (registration number 33-59628),
and incorporated herein by reference).
4.2 Second Restated Certificate of Incorporation (filed
as Exhibit 3(i) to the registrant's Quarterly
Report on Form 10-Q for the fiscal quarter
ended April 30, 1995, and incorporated herein
by reference).
4.3 Fourth Amended and Restated Bylaws (filed as Exhibit
3(ii) to the registrant's Quarterly Report on
Form 10-Q for the period ended July 31, 1995,
and incorporated herein by reference).
5 Opinion of Counsel.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of counsel (included in Exhibit 5).
25 Power of Attorney (included on signature page).
</TABLE>
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<PAGE>
Exhibit 5
September 18, 1996
Unitog Company
101 West 11th Street, 7th Floor
Kansas City, MO 64105
Re: Unitog Company Registration Statement on Form S-3
Gentlemen:
In connection with the preparation and filing of a Form S-3 Registration
Statement under the Securities Act of 1933, as amended, relating to the sale by
certain selling stockholders of 266,590 shares of the Company's common stock,
par value $.01 per share ("Common Stock"), all of which are issued and
outstanding, I have examined originals or copies of corporate records,
certificates of public officials and officers of the Company and other
instruments relating to the authorization and issuance of such shares of Common
Stock as I have deemed relevant and necessary for the opinion hereinafter
expressed.
On the basis of the foregoing, I am of the opinion that the issuance of the
266,590 shares of Common Stock have been duly authorized by the Board of
Directors of the Company, and the shares are validly issued, fully paid and
nonassessable. I express no opinion regarding contractual restrictions on the
shares of Common Stock held in escrow as described in the Registration
Statement.
I hereby consent to the filing of the opinion as an exhibit to said
Registration Statement on Form S-3 and further consent to the use of my name
wherever appearing in the Form S-3.
Sincerely,
/s/ Robert M. Barnes
Robert M. Barnes
Vice President and General Counsel
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<PAGE>
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Unitog Company:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Unitog Company of our report dated March 15, 1996, relating to the
consolidated balance sheets of Unitog Company as of January 28, 1996, and
January 29, 1995, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the three fiscal years ended
January 28, 1996, which report appears in the 1996 Annual Report on Form 10-K of
Unitog Company, and to the reference to our firm under the heading "Experts" in
the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Kansas City, Missouri
September 18, 1996
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