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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):
March 4, 1998
MAC-GRAY CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 011-13495 04-3361982
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
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 March 4, 1998, 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 Amerivend Corporation and
certain assets of Amerivend Southeast 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: March 4, 1998 MAC-GRAY CORPORATION
By: /s/ John S. Olbrych
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John S. Olbrych
Chief Financial Officer and Treasurer
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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 Amerivend Corporation and certain assets of
Amerivend Southeast Corporation.
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Exhibit 99.1
MAC-GRAY CORPORATION TO ACQUIRE AMERIVEND,
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MAJOR SOUTHEASTERN MULTI-HOUSING LAUNDRY PROVIDER
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CAMBRIDGE, MA, AND MIAMI, FL, MARCH 4, 1998 -- Mac-Gray Corporation (NYSE:
TUC), one of the nation's leading providers of card- and coin-operated laundry
equipment service to multi-housing markets, will acquire Amerivend, its largest
Florida competitor, under a definitive agreement announced today by the two
companies.
Under the agreement, Mac-Gray will acquire one hundred percent of the
outstanding capital stock of Amerivend Corporation and the assets of Amerivend
Southeast Corporation (together "Amerivend"). In addition to being the largest
provider of card and coin-operated laundry equipment in Florida, Amerivend adds
to Mac-Gray's route business in the Atlanta market. It is also the principal
distributor of Maytag commercial laundry products in Alabama, Georgia and
Florida.
Founded in 1959, Amerivend had 1997 revenues of $18.6 million and has
offices in Miami, Orlando, Tampa and Atlanta.
Stewart MacDonald, chairman and chief executive officer of Mac-Gray, said
the purchase price, which is subject to certain adjustments, will be
approximately $33 million in cash, which includes the repayment of certain debt.
The transaction is subject to customary closing conditions, including regulatory
filings, and is expected to close within the next month.
Gerald E. Pulver, founder and president of Amerivend, said "The merger with
Mac-Gray is wonderful news for our customers. Although there was a higher bid
on the table, we made this decision because of our long-standing commitment to
both our customers and employees. Amerivend and Mac-Gray share the same
commitment to integrity and customer service. Our people are in good hands."
Mr. MacDonald said that becoming the largest provider in Florida gives Mac-
Gray a strong foundation for continued growth in that state, a particularly
promising market because it has the third largest multi-housing population in
the U.S.
"It also increases our opportunities for selling Maytag products to the
retail Laundromat market throughout the southeast," Mr. MacDonald said.
"Additionally, it brings into our corporation a company with an existing
commitment to smart-card convenience for its customers. Gerald Pulver and
Amerivend were the pioneers of smart-card applications for the laundry industry,
and it is therefore only fitting that we are able to join together. They fully
understand the cashless convenience which smart cards bring to the customers
they serve."
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Mac-Gray is the industry leader in smart-card operated laundry equipment,
which eliminates the need for coins and thereby provides significant advantages
to operators and customers alike. Founded in 1927, Mac-Gray had 1997 revenues
of $81.4 million and completed an initial public offering in October, 1997.
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Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities laws. The acquisition
of Amerivend is subject to certain closing conditions, including regulatory
approvals, which may impact the timing or completion of the acquisition. Actual
results and the timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number
of factors, including the ability of Mac-Gray to successfully integrate
Amerivend's operations into Mac-Gray's operations, the impact of Mac-Gray's
growth activities on its operating activities, competition in the laundry
services industry, general economic conditions, the availability of equity and
debt financing, fluctuations in interest rates and other risks detailed from
time to time in the filings of Mac-Gray Corporation with the Securities and
Exchange Commission, including quarterly reports on Form 10-Q, reports on Form
8-K and annual reports on Form 10-K. Reference is hereby made specifically to
the "Risk Factors" set forth in the Form S-1 (No. 333-33669), as amended, filed
by Mac-Gray Corporation with the Securities and Exchange Commission.
