<PAGE>
FORM 10-Q/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
--- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
--- THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
-------- --------
COMMISSION FILE NUMBER 1-13495
-------
MAC-GRAY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3361982
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
22 WATER STREET, CAMBRIDGE, MASSACHUSETTS 02141
(Address of principal executive offices) (Zip Code)
617-492-4040
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of each of the issuer's classes of
common stock as of the close of business on March 10, 1998:
Class Number of Shares
----- ----------------
Common Stock, $.01 Par Value 11,581,126
<PAGE>
Part II, Item 2 of this report on Form 10-Q is hereby amended and restated by
adding this item as follows:
PART II -- OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(d) Pursuant to a registration statement which became effective on October
16, 1997 (File No. 333-33669), Mac-Gray Corporation ("Mac-Gray") commenced its
initial public offering which it completed on October 22, 1997, selling all of
the 4,600,000 shares of common stock, par value $.01 per share, of Mac-Gray
("Mac-Gray Common Stock") being offered therein at an aggregate offering price
of $50.6 or $11 per share. The managing underwriters of the initial public
offering were Salomon Brothers Inc, Smith Barney Inc. and First Albany
Corporation. The expenses incurred by Mac-Gray in connection with the initial
public offering, including the underwriting discount, totaled approximately $5.4
million and the net proceeds to Mac-Gray totaled approximately $45.2 million.
Mac-Gray has used all of the net proceeds from the initial public offering (i)
to repay the then-existing outstanding indebtedness under the Credit Facility,
(ii) to fund an approximately $9.0 million distribution following the
consummation of the initial public offering of previously taxed but
undistributed earnings to Mac-Gray's stockholders of record as of a date
immediately prior to the consummation of the initial public offering and (iii)
to provide partial funding for two laundry route acquisitions which were
completed by November 4, 1997. No directors, officers, persons owning 10% or
more of the Mac-Gray Common Stock or affiliates of Mac-Gray received any payment
with respect to the net proceeds of the initial public offering except to the
extent that they were stockholders of record prior to the initial public
offering and, as described in the prospectus distributed in connection the
initial public offering, received that portion of the $9.0 million distribution
to which they were entitled as such.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
MAC-GRAY CORPORATION
March 24, 1997 /s/ John S. Olbrych
-------------------------------------------
John S. Olbrych
Treasurer and Chief Financial Officer
