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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONAL SERVICE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-0364900
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1420 Peachtree Street, N.E.,
Atlanta, GA 30309
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class
is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. |_|
Securities to be registered pursuant to Section 12(g)of the Act:
None
(Title of Class)
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This Amendment No. 3 is filed to supplement and amend the information set forth
in the Registration Statement on Form 8-A, filed as of May 11, 1988, as amended
on May 17, 1988 and on December 17, 1997 (as amended, the "Registration
Statement") by National Service Industries, Inc., a Delaware corporation (the
"Company").
Item 1: Description of Securities to be Registered.
On April 30, 1998, National Service Industries, Inc., a Delaware
corporation (the "Company"), amended its Amended and Restated Rights Agreement,
dated as of December 17, 1997, between the Company and Wachovia Bank, N.A., as
Rights Agent (as the same may be amended, supplemented or otherwise modified
from time to time, the "Rights Agreement"), pursuant to the First Amendment,
dated as of April 30, 1998, between the Company and First Chicago Trust Company
of New York (the "Amendment"), to remove Wachovia Bank, N.A. as Rights Agent and
to appoint First Chicago Trust Company of New York as the successor Rights Agent
under the Rights Agreement effective June 22, 1998.
The Amendment is attached hereto as Exhibit 1, which is incorporated by
reference herein in its entirety. The foregoing description does not purport to
be complete and is qualified in its entirety by reference to that Exhibit 1.
Item 2: Exhibits.
1. First Amendment dated as of April 30, 1998, between National
Service Industries, Inc. and First Chicago Trust Company of New York,
to the Amended and Restated Rights Agreement, dated as of December 17,
1997, between National Service Industries, Inc. and Wachovia Bank,
N.A.
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EXHIBIT INDEX
Exhibit Description Page
1 First Amendment dated as of April 30, 1998, between 5
National Service Industries, Inc. and First Chicago
Trust Company of New York, to the Amended and Restated
Rights Agreement, dated as of December 17, 1997,
between National Service Industries, Inc. and
Wachovia Bank, N.A.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment No. 3 to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NATIONAL SERVICE INDUSTRIES, INC.
By: s/Kenyon W. Murphy
Name: Kenyon W. Murphy
Title: V.P., Secretary, and Associate Counsel
Dated: June 22, 1998
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FIRST AMENDMENT TO
AMENDED AND RESTATED
RIGHTS AGREEMENT
THIS FIRST AMENDMENT, dated as of April 30, 1998 (the "Amendment") between
National Service Industries, Inc., a Delaware corporation (the "Company"),
Wachovia Bank, N.A. ("Wachovia"), and First Chicago Trust Company of New York
("First Chicago") to the AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of
December 17, 1997 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Rights Agreement"), between the Company and
Wachovia.
WHEREAS, the Company desires to amend the Rights Agreement to remove
Wachovia, and appoint First Chicago, as Rights Agent under the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto hereby agree as follows:
Section 1. Definitions and Section References.
1.1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein without definition shall have the meanings assigned to them in the Rights
Agreement.
1.2. Section References. Unless otherwise indicated, all section and
subsection references are to the Rights Agreement.
SECTION 2. Amendments.
2.1 Removal of Rights Agent. The Company hereby removes Wachovia as Rights
Agent under the Rights Agreement, effective as of June 22, 1998.
2.2 Successor Rights Agent. Pursuant to Section 22 of the Rights Agreement,
the Company hereby appoints First Chicago as the successor Rights Agent under
the Rights Agreement, effective as of June 22, 1998. First Chicago hereby
assumes and agrees to be bound by all of the terms, provisions and conditions of
the Rights Agreement and shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent and had
been an original signatory to the Rights Agreement.
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2.3 References to Rights Agent. Each reference to the Rights Agent
contained in the Rights Agreement shall, on and after June 22, 1998, refer to
First Chicago.
2.4 Change of Legend. Section 3 of the Rights Agreement ("Issue of Rights
Certificates") is hereby amended by amending and restating paragraph (c) of such
section to read as follows:
(c) Certificates issued for shares of Common Stock (including, without
limitation, certificates issued upon transfer or exchange of Common Stock
or reacquired shares of Common Stock referred to in the last sentence of
this paragraph (c) or shares which become outstanding) after the date of
this Agreement, but prior to the earlier of the Distribution Date or the
Expiration Date (as such term is hereinafter defined), shall be deemed also
to be certificates for Rights, and shall have impressed, printed, stamped,
written or otherwise affixed onto them the following legend:
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Amended and Restated Rights
Agreement between National Service Industries, Inc. and First Chicago
Trust Co. of New York (the "Rights Agent") dated as of December 17,
1997, as amended and as it may be further amended or restated (the
"Rights Agreement"), the terms of which are hereby incorporated by
reference and a copy of which is on file at the principal offices of
National Service Industries, Inc. Under certain circumstances, as set
forth in the Rights Agreement, such Rights may be redeemed, may
expire, or may be evidenced by separate certificates and will no
longer be evidenced by this certificate. National Service Industries,
Inc. will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights
issued to or held by any Person who is, was or becomes an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) and certain related persons whether currently held by or on
behalf of such Person or by any subsequent holder of such Rights may
become null and void.
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With respect to such certificates containing the foregoing legend, until
the Distribution Date, the Rights associated with the Common Stock
represented by such certificates shall be evidenced by such certificates
alone, and the surrender for transfer of any of such certificates shall
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. In the event that the Company purchases or
acquires any shares of Common Stock prior to the Distribution Date, any
Rights associated with such shares of Common Stock shall be deemed
cancelled and retired so that the Company shall not be entitled to exercise
any Rights associated with the shares of Common Stock which are no longer
outstanding.
2.5 Notices to the Successor Rights Agent. Section 27 of the Rights
Agreement ("Notices") is hereby amended by amending and restating the second
paragraph of such section to read as follows:
Subject to the provisions of Section 22, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:
First Chicago Trust Company of New York
Suite 4660
525 Washington Boulevard
Jersey City, New Jersey 07310
Attn: Tenders and Exchanges Administration
SECTION 3. Miscellaneous.
3.1. Continuing Effect. Except as expressly amended hereby, all of the
terms and provisions of the Rights Agreement are and shall remain in full force
and effect.
3.2. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and to be performed entirely within such State.
3.3. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this FIRST AMENDMENT to be
duly executed, all as of the date and year first above written.
NATIONAL SERVICE INDUSTRIES, INC.
By: s/Brock Hattox
Name: Brock Hattox
Title: Executive Vice President and
Chief Financial Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: s/Gerard J. O'Leary
Name: Gerard J. O'Leary
Title: Vice President
Acknowledged and Agreed:
WACHOVIA BANK, N.A.
By: s/Deborah N. Keaton
Name: Deborah N. Keaton
Title: Vice President
