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UNITED STATES
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): February 5, 1999
UNITOG COMPANY
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(Exact name of registrant as specified in charter)
DELAWARE 0-6643 44-0529828
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
1300 WASHINGTON STREET, KANSAS CITY, MO 64105
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(Address of Principal Executive Offices) (Zip Code)
(816) 474-7000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Early Termination of HSR Waiting Period
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As previously disclosed, on January 9, 1999, Unitog Company ("Unitog"), Cintas
Corporation ("Cintas") and Cintas Image Acquisition Company ("Sub") entered into
an Agreement and Plan of Merger (the "Merger Agreement") providing for a merger
("Merger") pursuant to which, and subject to the terms thereof, Unitog would be
acquired by, and would become a wholly-owned subsidiary of, Cintas. One of the
conditions to completion of the Merger was termination or early expiration of
the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and the rules and regulations promulgated thereunder (the "HSR Act").
On February 5, 1999, Unitog received notification from the Federal Trade
Commission that its request for early termination of the waiting period under
the HSR Act with respect to the Merger was granted.
Determination of Environmental Liability Estimate
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As previously disclosed, the Merger Agreement provides for Unitog Common Stock
to be exchanged for Cintas Common Stock at the effective time of the Merger. The
actual number of shares of Cintas Common Stock to be exchanged for each share of
Unitog Common Stock is equal to a conversion number ("Conversion Number"), which
is defined as the quotient determined by dividing (i) $38, subject to reduction
for environmental liability estimates, described below (the "Unitog Share
Price") by (ii) the average of the high and low per share sales prices of Cintas
Common Stock as reported on Nasdaq for a period of 20 consecutive trading days
ending the third trading day prior to the meeting of Unitog stockholders for the
purpose of voting on the adoption of the Merger Agreement ("Cintas Share
Price"), subject to certain adjustments if the Cintas Share Price is less than
$52.00 or more than $66.43.
Under the Merger Agreement, the target Unitog Share Price of $38 was subject to
reduction if certain environmental liability estimates, determined in accordance
with the Merger Agreement on an after tax, net present value basis, exceeded
$570,000 (such reduction, an "Environmental Estimate Reduction"). The
Environmental Estimate Reduction reduces the Unitog Share Price of $38 by $0.01
for each $100,000 that the environmental liability estimates exceed $570,000,
subject to certain conditions.
On February 17, 1999, the Environmental Estimate Reduction was determined by the
parties, resulting in a $0.13 reduction of the Unitog Share Price from $38.00 to
$37.87. Unitog expects a related pre-tax charge to earnings of approximately $5
million for the fourth quarter of fiscal 1999 regarding such estimate and
certain new information concerning another environmental matter which was
considered by Cintas in setting the original price for Unitog Stock.
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Illustrations of calculation of the Conversion Number (as adjusted for the
Environmental Estimate Reduction) are provided below:
<TABLE>
<CAPTION>
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(1) (2) (3) (4)
MERGER CONSIDERATION PER
UNITOG SHARE BASED ON CINTAS
SHARE PRICE IN COLUMN (1)
IF CINTAS SHARE PRICE IS: THEN CINTAS SHARE PRICE THE CONVERSION NUMBER WOULD BE:
SHALL BE DEEMED TO BE: SHALL BE EQUAL TO:
<S> <C> <C> <C>
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$50.00 $52.000 .7283 $36.42
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$52.00 $52.000 .7283 $37.87
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$60.00 $60.000 .6312 $37.87
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$66.43 $66.430 .5701 $37.87
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$70.00 $68.215 .5552 $38.86
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$75.00 $70.715 .5355 $40.16
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$80.00 $73.215 .5172 $41.38
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</TABLE>
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
a copy of which is filed with, and incorporated by reference to, Unitog's Form
8-K dated January 9, 1999.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description of Exhibit
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99.1 Press release dated February 18, 1999.
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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.
UNITOG COMPANY
Date: February 18, 1999 By: /s/ Robert M. Barnes
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Robert M. Barnes
Vice President-General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press release dated February 18, 1999.
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FOR IMMEDIATE RELEASE NASDAQ SYMBOL: UTOG
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KANSAS CITY, MO, FEBRUARY 18, 1999 - Unitog Company (NASDAQ: UTOG) today made
certain announcements regarding its proposed merger with Cintas Corporation.
ENVIRONMENTAL ADJUSTMENT DETERMINED; FOURTH QUARTER CHARGE
The environmental liability adjustment required by the Merger Agreement between
Unitog and Cintas has been set at $.13 per share. This decreases the "target"
Unitog share price from $38.00 per share to $37.87 per share, resulting in a
corresponding decrease in the merger consideration payable to Unitog
stockholders under the Merger Agreement.
The estimates of Unitog environmental liabilities that resulted in the
adjustment under the Merger Agreement, together with new information concerning
another environmental matter which was considered by Cintas in setting the
original price for Unitog Stock, is expected to result in a pre-tax charge to
Unitog earnings of approximately $5,000,000 for the fourth quarter of fiscal
1999.
As previously announced, the Merger Agreement provides for Unitog Common Stock
to be exchanged for Cintas Common Stock at the effective time of the Merger. The
actual number of shares of Cintas Common Stock to be exchanged for each share of
Unitog Common Stock is equal to a conversion number, which is determined by
dividing $37.87 by the average of the high and low sales prices of Cintas Common
Stock as reported on Nasdaq for a period of 20 consecutive trading days ending
the third trading day prior to the Unitog special stockholders meeting being
held to adopt the Merger Agreement, subject to certain adjustments if such
average trading price is less than $52.00 or more than $66.43.
EARLY TERMINATION OF PREMERGER WAITING PERIOD
Unitog has been notified by the Federal Trade Commission that early termination
of the pre-merger waiting period under the Hart-Scott-Rodino Act was granted
with respect to its proposed merger with Cintas, thereby satisfying one of the
closing conditions for the merger.
Unitog 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 of the uniforms it rents or sells.
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The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
certain forward-looking statements. This press release contains forward-looking
statements that reflect the Company's current views with respect to future
events involving the proposed merger with Cintas Corporation and as to certain
environmental matters. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or those anticipated. The words, "should," "expect,"
"anticipate," "intend," "estimate," "believe," and other expressions that
indicate future events and trends identify forward-looking statements. Actual
future results and trends may differ materially from those anticipated depending
on a variety of factors, including, but not limited to, satisfaction of the
various conditions to closing and the trading price of Cintas stock.
CONTACT: J. Craig Peterson
Unitog Company
1300 Washington Street
Kansas City, MO 64105
(816)474-7000
