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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 16, 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 16, 1998 and March 17, 1998, Mac-Gray Corporation issued the press
releases attached as Exhibits 99.1 and 99.2 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 consummation of the merger of MI
Acquisition Corp., a wholly-owned subsidiary of Mac-Gray
Corporation, with and into Intirion Corporation.
99.2 Press releasing announcing the effect of SEC SAB 98 on earnings
per share.
2
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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 16, 1998 MAC-GRAY CORPORATION
By: /s/ Patrick A. Flanagan
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Patrick A. Flanagan
Executive Vice President and Secretary
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Exhibit Index
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Exhibit No. Description
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99.1 Press release announcing the consummation of the merger of MI
Acquisition Corp., a wholly-owned subsidiary of Mac-Gray
Corporation, with and into Intirion Corporation.
99.2 Press releasing announcing the effect of SEC SAB 98 on earnings
per share.
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Exhibit 99.1
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
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John Olbrych For General Info: Jerry Meyer (212) 661-8030
Chief Financial Officer For Analyst Info: Beth Lewis (617) 342-7003
800-994-0165 For Media Info: Claudine Cornelis (212) 661-8030
FOR IMMEDIATE RELEASE
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March 16, 1998
MAC-GRAY CORPORATION COMPLETES
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ACQUISITION OF INTIRION CORPORATION
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Cambridge, MA, and Walpole, MA, March 16, 1998 -- Mac-Gray Corporation
(NYSE:TUC) today announced that it has completed its previously announced
acquisition of Intirion Corporation for approximately 1.6 million shares of Mac-
Gray common stock and $1.0 million in cash.
With revenues of $23.5 million for the fiscal year ended June 30, 1997, Intirion
is the nation's sole provider of MicroFridge(R) products for the academic,
military, assisted living and hotel markets. Mac-Gray is the nation's leading
provider of card-and-coin-operated laundry equipment to the academic market.
The acquisition completes another step in Mac-Gray's growth, and considerably
expands its geographic base of business. The ability to provide more products
and services to its existing customers is a core component of Mac-Gray's long-
term strategy.
Stewart MacDonald, Chairman and CEO, said, "We believe this merger provides both
companies with an abundance of opportunities."
# # #
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 cost of the integration of Intirion's
business and the realization of synergy anticipated with respect to the
transaction.
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Exhibit 99.2
Mac-Gray Corporation
22 Water Street
Cambridge, MA 02141
(NYSE: TUC)
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
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Jack Olbrych For General Info: Jerry Meyer (212) 661-8030
Chief Financial Officer For Analyst Info: Beth Lewis (617) 342-7003
617-492-4040 ext. 369 For Media Info: Claudine Cornelis (212) 661-8030
FOR IMMEDIATE RELEASE
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March 17, 1998
MAC-GRAY CORPORATION ANNOUNCES EFFECT OF SEC SAB 98 ON EARNINGS PER SHARE
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Cambridge and Walpole, MA, March 17, 1998 - Mac-Gray Corporation (NYSE: TUC), a
leading provider of card and coin-operated laundry equipment service to the
multi-housing industry, announced an adjustment to earnings per share as a
result of the recent issuance by the Securities and Exchange Commission of Staff
Accounting Bulletin No. 98 ("SAB 98").
After giving effect to SAB 98, Mac-Gray's pro forma adjusted diluted earnings
per share for the quarter ended December 31, 1997 increased from $0.20 to $0.21,
and its pro forma adjusted diluted earnings per share for the quarter ended
December 31, 1996 increased from $0.16 to $0.17. For the year ended December
31, 1997, pro forma adjusted diluted earnings per share increased from $0.63 to
$0.64, and pro forma adjusted diluted earnings per share for the previous year
increased from $0.55 to $0.56. Pro Forma adjusted net income reflects the
treatment of Mac-Gray as a "C" corporation for federal income tax purposes.
Mac-Gray has utilized a 40 percent tax rate for purposes of this calculation.
Mac-Gray also announced basic and diluted earnings per share for the year ended
December 31, 1997 of $0.37 and $0.36 compared to 1996 basic and diluted earnings
per share of $0.87.
