SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM 8-A/A-4
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 (I.R.S. Employer
organization) Identification No.)
1420 Peachtree Street, N.E.,
Atlanta, GA 30309
_______________________________ ____________________
(Address of principal executive (Zip Code)
offices)
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 securities pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction A.(c),
please check the following box. /x/
If this Form relates to the registration of a
class of securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction A.(d),
please check the following box. / /
Securities Act registration statement file number
to which this form relates: _________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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This Amendment No. 4 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 subsequently amended on May 17,
1988, on December 17, 1997 and on June 22, 1998 (as amended, the
"Registration Statement") by National Service Industries, Inc., a
Delaware corporation (the "Company").
Item 1: DESCRIPTION OF SECURITIES TO BE REGISTERED.
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On January 6, 1999, the Company and First Chicago Trust
Company of New York entered into a Second Amendment, dated as of
January 6, 1999 (the "Second Amendment") to the Amended and
Restated Rights Agreement, dated as of December 17, 1997,
between the Company and First Chicago Trust Company of New York,
as Rights Agent, as amended (as the same may be amended,
supplemented or otherwise modified from time to time, the
"Rights Agreement"). The Second Amendment modifies the terms of
the Rights Agreement governing the redemption of the Rights and
the amendment or supplement of the Rights Agreement by removing
the deferred redemption and deferred amendment provisions.
The Second 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. The
description and terms of the rights are set forth in the Rights
Agreement, as amended by the Second Amendment.
Item 2: EXHIBITS.
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1. Second Amendment dated as of January 6, 1999,
between National Service Industries, Inc.
and First Chicago Trust Company of New York,
to the Rights Agreement, dated as of December
17, 1997, between National Service Industries,
Inc. and First Chicago Trust Company of New York,
as Rights Agent, as amended.
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EXHIBIT INDEX
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Exhibit Description Page
- ------- ----------- ----
1 Second Amendment dated as of January 6, 5
1999, between National Service Industries,
Inc. and First Chicago Trust Company of New
York, to the Rights Agreement, dated as of
December 17, 1997, between National Service
Industries, Inc. and First Chicago Trust
Company of New York, as Rights Agent, as
amended.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Amendment No. 4 to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
NATIONAL SERVICE INDUSTRIES, INC.
/s/ Helen D. Haines
By: _____________________________
Name: Helen D. Haines
Title: Vice President and Secretary
Dated: January 6, 1999
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Exhibit 1
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SECOND AMENDMENT TO THE
AMENDED AND RESTATED
RIGHTS AGREEMENT
THIS SECOND AMENDMENT, dated as of January 6, 1999 (the "SECOND
AMENDMENT") between National Service Industries, Inc., a Delaware
corporation (the "COMPANY"), and First Chicago Trust Company of
New York ("FIRST CHICAGO") to the AMENDED AND RESTATED RIGHTS
AGREEMENT, dated as of December 17, 1997, as amended by the First
Amendment, dated April 30, 1998 (as the same may be amended,
supplemented or otherwise modified from time to time, the "RIGHTS
AGREEMENT"), between the Company and First Chicago, as Rights
Agent.
WHEREAS, the Company desires to amend the Rights Agreement
to modify the terms of the Rights Agreement governing the
redemption of the Rights and the amendment or supplement of 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. REDEMPTION AND TERMINATION. Section 24 of the Rights
Agreement is hereby amended by
(a) deleting the phrase "Subject to Section
24(a)(iii)" from the first sentence of subsection
(a)(i) of Section 24;
(b) deleting the phrase "Subject to Section
24(a)(iii)" from the first sentence of subsection
(a)(ii) of Section 24; and
<PAGE>
(c) deleting subsection (a)(iii) of Section 24 in its
entirety.
2.2. SUPPLEMENTS AND AMENDMENTS. Section 28 of the Rights
Agreement is hereby amended by deleting in its entirety the last
sentence thereof.
2.3. EXHIBIT B AMENDMENT. Exhibit B ("Form of Rights
Certificate") to the Rights Agreement is hereby amended by
replacing in the first paragraph thereof the words "Wachovia
Bank, N.A. (the "Rights Agent")" with the words "First Chicago
Trust Company of New York (the "Rights Agent")."
2.4. EXHIBITS C AMENDMENTS. Exhibit C (the "Summary of
Rights") to the Rights Agreement is hereby amended:
(a) by replacing in the third sentence thereof the words
"Wachovia Bank, N.A." with the words "First Chicago Trust
Company of New York";
(b) by deleting from the second paragraph thereof the words
contained in the parenthetical immediately following the term
Transaction and substituting therefor the words "(as defined in
the Rights Agreement)";
(c) by inserting the following phrase at the end of the seventh
paragraph thereof "(as defined in the Rights Agreement)";
(d) by deleting in its entirety the twelfth paragraph thereof;
and
(e) by inserting in the first sentence of the final paragraph
thereof the phrase "and on December 17, 1997" immediately
following the phrase "as subsequently amended on May 17, 1988."
SECTION 3. MISCELLANEOUS.
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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.
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<PAGE>
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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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
SECOND AMENDMENT to be duly executed, all as of the date and year
first above written.
NATIONAL SERVICE INDUSTRIES, INC.
/s/ James S. Balloun
By: _____________________________
Name: James S. Balloun
Title: Chairman, President and Chief
Executive Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ JoAnne Gorostiola
By: _____________________________
Name: JoAnne Gorostiola
Title: Assistant Vice President
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