UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )()
UNITOG COMPANY
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
913267100
(CUSIP Number)
2/26/1999
(Date of Event Which Requires Filing of this Statement)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
* The reporting person is filing this Schedule 13G to convert it from being a
Schedule 13D filer to a Schedule 13G filer with respect to the securities and
the issuer named above pursuant to Rule 13d-1(c) under the Securities Exchange
Act of 1934.
Page 1 of 5 Pages
<PAGE>
CUSIP No. 913267100 13G Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mentor Partners, L.P. Employer I.D. # 06-126-0469
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Citizenship or Place of Organization
State of Delaware
- --------------------------------------------------------------------------------
5 Sole Voting Power
Number of
Shares 480,000
Beneficially --------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 7 Sole Dispositive Power
480,000
--------------------------------------------------------
8 Shared Dispositive Power
0
--------------------------------------------------------
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
480,000
- --------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
11 Percent of Class Represented By Amount in Row (9)
5.1%
- --------------------------------------------------------------------------------
12 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
Item 1(a). Name of Issuer:
The name of the issuer is UNITOG COMPANY (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at 1300
Washington Street, Kansas City, MO
Item 2(a). Name of Person Filing:
This report is being filed by Mentor Partners, L.P. (the "Reporting
Person").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The Reporting Person's principal business address is 500 Park
Avenue, New York, New York 10022.
Item 2(c). Citizenship:
The Reporting Person is a limited partnership organized under the
laws of Delaware.
Item 2(d). Title of Class of Securities:
The report covers the Issuer's Common Stock (the "Common Stock"),
par value $.01 per share.
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is 913267100.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) |_| Broker and dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 5 Pages
<PAGE>
If this statement is filed pursuant to Rule 13d-1(c), check this
box. |X|
Item 4. Ownership
(a) Amount beneficially owned: As of March 1,1999 the Reporting
Person beneficially owned 480,000 shares (the "Shares") of Common
Stock which includes (i) 425,000 shares of Common Stock held
directly by the Reporting Person and (ii) 55,000 shares of Common
Stock held by Mentor Offshore Fund Limited ("Offshore"), a Cayman
Islands company. The general partner of the Reporting Person acts as
the investment advisor to Offshore and votes shares held by
Offshore.
(b) Percent of class: As of February 18, 1999, the Issuer had
outstanding 9,406,623 shares of Common Stock. The 480,000 shares of
Common Stock held beneficially by the Reporting Person represented
5.1% of the outstanding shares of Common Stock.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or direct the vote -- 480,000 shares;
(ii) shared power to vote or to direct the vote -- none;
(iii) sole power to dispose or direct the disposition of --
480,000 shares; and
(iv) shared power to dispose or to direct the disposition of
-- none.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
The Security Being Reported on By The Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 2, 1999
-----------------------------
(Date)
/s/ Daniel R. Tisch
-----------------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
-----------------------------
(Name/Title)
Page 5 of 5 Pages
