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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
December 22, 1997
MAC-GRAY CORPORATION
(Exact Name of Registrant as specified in its charter)
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Delaware 011-13495 04-3361982
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
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22 Water Street, Cambridge, MA 02141
(Address of principal executive offices and zip code)
(617) 492-4040
(Registrant's telephone number, including area code)
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Item 5. Other Events
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On December 22, 1997, Mac-Gray Corporation issued the press release
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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99.1 Press release announcing the execution of a definitive agreement
pursuant to which Mac-Gray Corporation will, subject to certain
conditions, acquire Intirion Corporation.
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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.
Dated: December 23, 1997 MAC-GRAY CORPORATION
/s/ Stewart G. MacDonald, Jr.
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By: Stewart G. MacDonald, Jr.
Its: Chief Executive Officer
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Exhibit Index
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Exhibit No. Description
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99.1 Press release announcing the execution of a definitive agreement
pursuant to which Mac-Gray Corporation will, subject to certain
conditions, acquire Intirion Corporation.
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Exhibit 99.1
MAC-GRAY CORPORATION TO ACQUIRE INTIRION CORPORATION IN STOCK SWAP
CAMBRIDGE, Mass. and WALPOLE, Mass., Dec. 23/PRNewswire/ -- A definitive merger
agreement, in which Mac-Gray Corporation (NYSE: TUC - news) would acquire one
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hundred per cent of the outstanding capital stock of Intirion Corporation was
announced today by the two companies.
The transaction is to involve approximately 1.6 million primary shares of Mac-
Gray stock and a small amount of cash.
Intirion/TM/, founded in 1989 as MicroFridge, Inc., is the nation's sole
provider of MicroFridge/R/ products for the academic, military, assisted living,
and economy and limited service hotel and motel markets. The MicroFridge
product line consists of a family of combination appliances with microwave ovens
physically and electrically connected to compact refrigerators.
MicroFridge combination units are equipped with patented, current-limiting
circuitry and a one plug operation which lessens the peak current load on
electrical circuits. The sub-assembly units are manufactured by Sanyo E&E
Corporation, Daewoo Electronics Corporation and Nisshin Corporation. Intirion,
cited in 1994 by Inc. magazine as one of the nation's fastest growing private
companies, had FY '96 revenues of $17.7 million and FY '97 revenues of $23.5
million, an increase of over 30%.
Mac-Gray, founded in 1927, is one of the nation's leading providers of card and
coin-operated laundry equipment service to the college and multi-housing
markets, with FY '96 revenues of $64.4 million and projected FY '97 revenues of
approximately $80 million. It is the industry leader in smart-card operated
laundry equipment. Mac-Gray successfully completed an initial public offering
in October, 1997.
Mac-Gray is the leading provider of card and coin-operated laundry equipment to
the college and university market in North America. Intirion's family of
compact refrigerators/freezers with microwave ovens, is the leading choice of
college and university housing officers for on-campus installation.
According to Stewart MacDonald, Mac-Gray's Chairman and CEO, "This merger
provides both companies with an abundance of opportunities. In the college and
university environment, where both companies enjoy strong relationships and #1
market share positions, the combined customer bases provide opportunities on a
broad scale. Additionally, Mac-Gray provides entry for Intirion in the
apartment housing market while Intirion opens up enhanced cross-marketing
opportunities in the government, hotel/motel and senior housing markets. This
merger provides the potential to change the rules in all of our markets beyond
those available through 'in industry' acquisitions."
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Robert P. Bennett, Intirion President and CEO said, "The merger with Mac-Gray is
a natural marriage of two companies with a common mission and focus on sustained
growth. We share the same values and commitments to quality, customer service,
and growth."
The transaction, which will be accounted for as a pooling of interests, requires
regulatory approvals and approval by shareholders of Intirion. It is
anticipated that this transaction will close in early 1998.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts,
such as those containing future financial performance and growth, are forward
looking statements that are subject to change based on various factors which may
be beyond the company's control. Accordingly, the future performance and
financial results of the company may differ materially from those expressed or
implied in any such forward looking statements. Such factors include, but are
not limited to, those described in the company's filings with the Securities and
Exchange Commission, as well as various factors related to the transaction
described in this release, including the costs of integrating their business and
the realization of synergy anticipated with respect to the transaction.
SOURCE: Mac-Gray Corporation
