<PAGE> 1
As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
NATIONAL SERVICE INDUSTRIES, INC.
---------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0364900
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1420 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30309
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
LITHONIA LIGHTING 401(K) PLAN FOR HOURLY EMPLOYEES
(Full title of the Plan)
Helen D. Haines
National Service Industries, Inc.
NSI Center
1420 Peachtree Street, N.E.
Atlanta, Georgia 30309
----------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (404) 853-1207
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
National Service
Industries, Inc. Common
Stock, $1.00 par value and 100,000 $32.125 $3,212,500.00 $893.08
Preferred Stock Purchase
Rights (3)
Participation in the (4) (5) (5) (5)
Lithonia Lighting 401(k)
Plan for Hourly Employees
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers any additional shares that may
hereafter be issued as a result of the adjustment provisions of the
Lithonia Lighting 401(k) Plan for Hourly Employees.
<PAGE> 2
(2) Estimated solely for purposes of calculating the registration fee.
Determined in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, based on the average of the high and low prices
reported on the New York Stock Exchange on February 22, 1999.
(3) The Preferred Stock Purchase Rights initially trade with the Common
Stock.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(5) Not applicable.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Commission are
incorporated herein by reference:
(a) the registrant's annual report on Form 10-K filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended, for its fiscal
year ended August 31, 1998;
(b) the Proxy Statement dated November 23, 1998 filed by the registrant
pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the Annual
Meeting of Stockholders to be held January 6, 1999, and all other reports filed
by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 since August 31, 1998; and
(c) the description of the class of securities to be offered hereby
which is contained in any registration statements filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports filed for
the purpose of updating such description.
All other documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
filing of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Omitted; inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Omitted; inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Section 145")
generally provides that a director or officer of a corporation: (i) shall be
indemnified by the corporation for expenses in defense of any action or
proceeding in connection with his service to the corporation, if he is
successful in defense of the claims made against him; (ii) may, in actions other
than "derivative" and similar actions, be indemnified for expenses, judgments
and settlements even if he is not successful on the merits, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation (and in a criminal proceeding, if he had no
reasonable cause to believe his conduct was unlawful); and (iii) may be
indemnified by the corporation for expenses (but not judgments or settlements)
incurred to defend or settle any action by the corporation or a derivative
action (such as a suit by a shareholder alleging a breach by the director or
2
<PAGE> 3
officer of a duty owed to the corporation), even if he is not successful,
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, provided that no
indemnification is permitted without court approval if the individual was found
to be liable to the corporation. Before the permissive indemnification described
in clauses (ii) and (iii) above may be made pursuant to Section 145, either (i)
a majority of disinterested directors, (ii) a committee of one or more
disinterested directors designated by a majority of disinterested directors,
(iii) the stockholders, or (iv) under certain circumstances, independent legal
counsel in a written opinion, must determine that indemnification is appropriate
in the circumstances because the applicable standards of conduct have been met.
Delaware law permits the advancement of expenses incurred by a proposed
indemnitee by the corporation in advance of final disposition of the action
provided the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification. The
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.
Delaware law also provides that the above rights will not be deemed
exclusive of other rights of indemnification or advancement of expenses granted
by by-law, agreement, vote of stockholders or disinterested directors or
otherwise, as to action in an indemnitee's official capacity and as to action in
another capacity while holding such office. The registrant's Certificate of
Incorporation and By-laws provide such additional rights.
Article Fifteenth of the registrant's Certificate of Incorporation,
which provides contractual indemnification rights, was initially approved by the
registrant's stockholders in 1987. It provides for mandatory indemnification of
directors and officers to the full extent now authorized by the Delaware General
Corporation Law (as described above) or to the further extent indemnification
under the Delaware General Corporation Law is broadened in the future. Article
Fifteenth also mandates advancement of expenses incurred by a proposed
indemnitee, provided that, as long as Delaware law so requires, an undertaking
to repay (as described above) is delivered to the registrant.
Article Fifteenth permits persons indemnified thereunder to bring suit
against the registrant to recover unpaid amounts claimed thereunder, with the
expense of bringing a successful suit to be paid by the registrant. Article
Fifteenth also provides that rights conferred therein are nonexclusive and that
the registrant may maintain insurance to protect a director or officer against
any expense, liability, or loss, whether or not the registrant had the power
under the Delaware General Corporation Law to indemnify such person against that
expense, liability, or loss.
Section 7.8 of the registrant's By-laws provides rights to
indemnification with respect to conduct on or before January 5, 1987, when
Article Fifteenth was initially adopted. Section 7.8 provides indemnification
rights which are similar to, but somewhat narrower than, the rights extended by
Article Fifteenth.
The registrant's directors and officers are insured against losses
arising from any claim against them in such capacities for wrongful acts or
omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Omitted; inapplicable.
3
<PAGE> 4
ITEM 8. EXHIBITS.1
4(i) Relevant portions of the Restated Certificate of Incorporation of
registrant, filed as Exhibit 3(a) of registrant's Form 10-Q for the quarter
ended November 30, 1998 are incorporated herein by reference.
4(ii) Relevant portions of the By-Laws of registrant, filed as Exhibit
3(b) to registrant's Annual Report on Form 10-Q for the quarter ended November
30, 1998, are incorporated herein by reference.
4(iii)Lithonia Lighting 401(k) Plan for Hourly Employees
23 Consent of Arthur Andersen LLP
24 Powers of Attorney authorizing David Levy and Brock Hattox to
sign this Registration Statement and amendments to this Registration Statement
on behalf of directors of the registrant.
Neither an opinion of counsel concerning compliance of the plan with
ERISA nor an Internal Revenue Service (the "Service") determination letter is
submitted as an exhibit to the Registration Statement. In lieu thereof, the
Registrant undertakes to submit the Plan and any amendments thereto to the
Service in order to secure a determination letter in a timely manner and will
make all changes required by the Service in order to qualify the Plan and obtain
such letter.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
- ----------------
(1) Exhibits are numbered in accordance with Item 601 of Regulation S-K.
4
<PAGE> 5
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Service Industries, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 24nd day of February, 1999.
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/ Helen D. Haines
------------------------------
Helen D. Haines
Vice-President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ James S. Balloun Chairman of the Board, President February 24, 1999
- -------------------------------------------- and Chief Executive Officer
James S. Balloun
/s/ Brock Hattox Executive Vice President and Chief February 24, 1999
- -------------------------------------------- Financial Officer
Brock Hattox
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Mark R. Bachmann Vice President and Controller February 24, 1999
- --------------------------------------------
Mark R. Bachmann
/s/ John L. Clendenin * Director February 24, 1999
- --------------------------------------------
John L. Clendenin
/s/ Thomas C. Gallagher * Director February 24, 1999
- --------------------------------------------
Thomas C. Gallagher
/s/ Robert M. Holder, Jr. * Director February 24, 1999
- --------------------------------------------
Robert M. Holder, Jr.
/s/ David Levy Director February 24, 1999
- --------------------------------------------
David Levy
/s/ Charles W. McCall * Director February 24, 1999
- --------------------------------------------
Charles W. McCall
/s/ John G. Medlin, Jr. * Director February 24, 1999
- --------------------------------------------
John G. Medlin, Jr.
/s/ Sam Nunn * Director February 24, 1999
- --------------------------------------------
Sam Nunn
/s/ Herman J. Russell * Director February 24, 1999
- --------------------------------------------
Herman J. Russell
/s/ Betty L. Siegel * Director February 24, 1999
- --------------------------------------------
Betty L. Siegel
/s/ Barrie A. Wigmore * Director February 24, 1999
- --------------------------------------------
Barrie A. Wigmore
*By: /s/ David Levy
---------------------------------------
David Levy, Attorney-in-Fact
</TABLE>
(Signatures continued on next page)
6
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia
on February 24, 1999.
LITHONIA LIGHTING 401(K) PLAN FOR HOURLY
EMPLOYEES
By: National Service Industries, Inc., Plan
Administrator
By: /s/ James S. Balloun
----------------------------------------
James S. Balloun
Chairman of the Board, President
and Chief Executive Officer
7
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Description Page No.
----------- --------
<S> <C> <C>
Exhibit 4(i) Relevant portions of the Restated Certificate of Incorporated by
Incorporation of Incorporated by registrant, filed as reference
Exhibit 3(a) of Registrant's Form 10-Q for the quarter
reference ended November 30, 1998.
Exhibit 4(ii) Relevant portions of the By-Laws of registrant, filed Incorporated by
as Exhibit 3 to Incorporated by registrant's Annual Report reference
on Form 10-Q for the quarter ended November 30, reference
1998.
Exhibit 4(iii) Lithonia Lighting 401(k) Plan for Hourly Employees
Exhibit 23 Consent of Arthur Andersen LLP
Exhibit 24 Powers of Attorney authorizing David Levy and Brock Hattox to sign this
Registration Statement and amendments to this Registration Statement on
behalf of directors of the Registrant.
</TABLE>
8
<PAGE> 1
EXHIBIT 4(iii)
LITHONIA LIGHTING
401(K) PLAN FOR HOURLY EMPLOYEES
SUMMARY PLAN DESCRIPTION
--------------------------------------------------------
THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.
--------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
ABOUT THIS BOOKLET................................................................................................1
HIGHLIGHTS OF KEY PLAN FEATURES...................................................................................2
PARTICIPATION IN THE PLAN.........................................................................................3
PRE-TAX CONTRIBUTIONS.............................................................................................3
INVESTMENT OF YOUR ACCOUNT........................................................................................5
BENEFITS AND PAYMENT OF BENEFITS..................................................................................9
FEDERAL INCOME TAX CONSIDERATIONS................................................................................10
IN-SERVICE WITHDRAWALS...........................................................................................11
REEMPLOYMENT AND TRANSFERS.......................................................................................12
PLAN ADMINISTRATION..............................................................................................13
CLAIMS UNDER THE PLAN............................................................................................13
AMENDMENT AND TERMINATION OF THE PLAN............................................................................15
MISCELLANEOUS....................................................................................................15
BASIC PLAN DATA..................................................................................................17
GLOSSARY 19
INVESTMENT FUNDS AND INVESTMENT PERFORMANCE......................................................................21
</TABLE>
<PAGE> 3
ABOUT THIS BOOKLET
This booklet provides the Summary Plan Description for the Lithonia Lighting
401(k) Plan for Hourly Employees (the "Plan"), which was adopted effective as
of January 1, 1999. The Plan covers designated groups of hourly employees of
the Lithonia Lighting business operating units of National Service Industries
(referred to as "Lithonia Lighting"). The purpose of the Plan is to encourage
eligible employees to regularly save a part of their compensation on a
tax-deferred basis and to provide them a way to accumulate amounts for
retirement.
This booklet is intended to provide a summary of the major provisions of the
Plan. Your benefits are described as clearly as possible with minimal use of
technical words and phrases appearing in the legal documents. However, the
official plan documents remain the final authority on the Plan's terms and, in
the event of conflict with this booklet, shall govern in all cases. Also, this
booklet is subject to amendment for changes required to be made to the Plan by
the Internal Revenue Service and for any other changes to the final Plan
document.
This document also constitutes part of a prospectus relating to 50,000 shares
of National Service Industries, Inc. Common Stock, par value $1.00 per share,
and interests in the Plan, which are offered pursuant to the provisions of the
Plan.
-1-
<PAGE> 4
HIGHLIGHTS OF KEY PLAN FEATURES
This page highlights the key features of your Plan. More detailed
information follows in the main summary. This highlight page is
cross-referenced for your convenience to the questions and answers which
immediately follow. Also, a "Glossary" of important Plan terms appears at pages
19 through 20.
ELIGIBILITY: Hourly Employees of Lithonia Lighting are eligible to
participate in the Plan if they complete 6 months of service and attain age 21
and are in the following designated groups: (i) Employees who are not covered
by a collective bargaining contract and are in a group or class of Employees
designated in an appendix to the Plan, or (ii) Employees who are covered under
a collective bargaining agreement with one of the Participating Bargaining
Units which provides for their eligibility. (See Question 1.)
CONTRIBUTIONS: You may contribute 1% to 15% of your compensation
through payroll deduction to the Plan on a "pre-tax" basis. You are always 100%
vested in your "Pre-Tax Contributions." You can periodically change the amount
you are contributing. (See Questions 2 through 4.) There is an annual dollar
limit on your Pre-Tax Contributions. (See Question 6.) Your Pre-Tax
Contributions are not subject to federal (and in most cases, state) income
taxes until your Plan Account is paid to you. (See Questions 17 and 18.)
DISTRIBUTIONS: Your Account will generally be paid to you in a lump
sum as soon as practical after you terminate employment, retire, or become
Disabled, although you may elect to defer payment until a later date. Your
designated beneficiary will receive your Plan Account in the event of your
death. (See Questions 14 through 16.)
INVESTMENTS: You have the responsibility to direct the investment of
your Plan Account. You may invest your Account, in 1% increments, among the
Investment Funds offered under the Plan. (See Question 9.) You may change your
existing or future investments on any business day in accordance with Plan
rules. (See Question 10.)
HARDSHIP WITHDRAWALS: If you have a financial hardship that meets
certain IRS criteria, you may be permitted to make a hardship withdrawal from
your Plan Account. However, you will be suspended from making Pre-Tax
Contributions to the Plan for 12 months from the date of the withdrawal. The
minimum amount that may be withdrawn for hardship purposes is $1,000. Hardship
withdrawals are limited to one each calendar year, and are subject to ordinary
income tax and, in most cases, a 10% premature withdrawal penalty tax.
-2-
<PAGE> 5
PARTICIPATION IN THE PLAN
1. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN AND WHEN?
(a) Eligible Employees - You are eligible to participate
in the Plan if you are an employee of Lithonia Lighting who is paid on an
hourly basis, and are either (i) not covered by a collective bargaining
contract and are in a group or class of Employees designated in an appendix to
the Plan, or (ii) covered under a collective bargaining agreement between the
Employer and one of the Participating Bargaining Units which provides for your
eligibility. You will not be eligible to participate in the Plan if you are (i)
classified as a salaried employee, (ii) a leased employee, or (iii) an
independent contractor.
(b) Participation - If are in an eligible group, you
will be able to participate on the first day of the month following the date on
which you attain age 21 and complete at least 6 months of service.
(c) Enrollment - Upon becoming eligible to participate
in the Plan, you must complete an election form in order to start
participating.
(d) Continued Participation in the Plan - You will
continue to remain eligible to participate in the Plan until you retire, become
Disabled, die, terminate employment, or otherwise cease to be in the eligible
employee group.
(e) Impact on Other Benefits - Your participation in the
Plan will not affect your entitlement to federal Social Security benefits or
any other retirement benefits for which you may be eligible.
PRE-TAX CONTRIBUTIONS
2. CAN I CONTRIBUTE TO THE PLAN?
You may contribute a portion of your pay each year to the
Plan on a pre-tax basis. You are always 100% vested in the amounts you
contribute to the Plan (called "Pre-Tax Contributions").
3. HOW CAN I MAKE PRE-TAX CONTRIBUTIONS?
You may elect to defer from 1% to 15% of your annual
compensation (in 1% increments) for contribution to your Pre-Tax Account under
the Plan.
You elect to make Pre-Tax Contributions by completing an
election form provided by the Plan Administrator. Your initial election to make
Pre-Tax Contributions will become effective as soon as administratively
feasible after you become eligible to participate and
-3-
<PAGE> 6
will generally be effective for the first payroll period beginning after the
date you become eligible. Your election will continue in effect from year to
year until you change it or you stop participating in the Plan.
4. WHAT IS THE "BENEFITS PHONE"?
The Benefits Phone is provided through the Plan recordkeeper,
INVESCO, and is a convenient way to make changes regarding the investment of
your Account. After you enroll in the Plan, you will be assigned a Personal
Identification Number ("PIN"), which will allow you to use the 24-hour, "800"
telephone number to make these changes and find out about your Account and the
amount in each Investment Fund. You will receive a written confirmation of any
changes you make through the Benefits Phone.
5. CAN I CHANGE OR TERMINATE MY PRE-TAX CONTRIBUTION ELECTION?
You may elect to change the amount of your Pre-Tax
Contribution election by using the Benefits Phone or by delivering a change
form to your Company's Benefits Coordinator. Any change must be made in 1%
increments and will be effective as soon as practical after you give notice of
your desired change. Your new election will be effective for payroll periods
beginning after your desired change is implemented. Once your new election
becomes effective, it will remain in effect until you make a subsequent change
or stop participating in the Plan.
You may also elect to terminate your Pre-Tax Contributions by
following the same procedure as for changing your Pre-Tax Contribution
percentage. Unless you are prevented from making contributions because of a
hardship withdrawal, you may once again elect to resume making Pre-Tax
Contribution as of the beginning of any month, provided adequate notice is
given.
6. ARE MY PRE-TAX CONTRIBUTIONS TO THE PLAN LIMITED?
IRS rules restrict the amount of Pre-Tax Contributions you
can make to the Plan. During any calendar year, you may never contribute more
than an IRS dollar limit which is "indexed" annually to reflect increases in
the cost of living. The 1999 calendar year limit on Pre-Tax Contributions, for
example, is $10,000. This indexed limit applies not only to Pre-Tax
Contributions under this Plan, but also to any other pre-tax contributions you
may have made to other Code Section 401(k) plans, simplified employee pension
plans, or tax-favored annuity plans, whether maintained by the Employer or by
another company. You should notify the Plan
-4-
<PAGE> 7
Administrator by March 1 if you made contributions to another such plan during
the prior calendar year.
7. CAN I MAKE ROLLOVER CONTRIBUTIONS TO THE PLAN?
In accordance with rules established by the Plan
Administrator, you may elect to make a direct transfer of your account balance
from your prior employer's qualified retirement plan to this Plan. However, the
Plan will not accept rollover contributions from an individual retirement
account ("IRA").
8. WHEN WILL I RECEIVE A STATEMENT SHOWING THE VALUE OF MY ACCOUNT?
You will receive a statement showing the value of your
Account as of the last day of each calendar quarter. This statement will
indicate how your Account is invested and the activity in your Account since
the preceding statement. You may also call the Benefits Phone to ascertain the
value of your Account.
INVESTMENT OF YOUR ACCOUNT
9. WHO IS RESPONSIBLE FOR THE INVESTMENT OF MY ACCOUNT IN THE PLAN?
The assets of the Plan are held in a trust fund by the
Trustee. However, the Plan is designed so that you have the responsibility for
directing how your Pre-Tax Account and Rollover Account (if any) are invested.
The Investment Funds presently offered by the Plan are described briefly below.
Additional information on the Investment Funds and their performance will be
provided to you with this Summary Plan Description (see "INVESTMENT FUNDS AND
INVESTMENT PERFORMANCE" starting on page 21). The Investment Funds are:
(1) Stable Value Fund - This fund is a fixed income fund
which is designed to provide a steady level of current income and
preservation of principal. This fund is invested in a diversified
portfolio of investment contracts issued by highly-rated financial
institutions. This fund's rate of return will fluctuate and it is not
intended to provide a guaranteed rate of return.
(2) The Balanced Fund - This fund is invested in a
changing mix of high quality stocks and bonds. This fund is designed
to provide capital growth and current income while limiting the risk
of principal loss. This fund has a greater level of risk than the
Stable Value Fund. Investments in the fund are subject to fluctuations
in value and there is no guarantee of investment performance.
-5-
<PAGE> 8
(3) Diversified Equity Fund - This fund is a diversified
stock fund designed to invest in a broad range of common stocks and to
provide capital growth through investment in the stocks of large
well-known companies. This fund has a higher level of risk than the
Balanced Fund. Investments in this fund are subject to fluctuations in
value and there is no guarantee of investment performance.
(4) S&P 500 Index Fund - This fund is invested in stocks
in the Standard & Poor's 500 Composite Stock Index. This fund is
designed to provide long-term growth by attempting to match the
performance and risk characteristics of the unmanaged S&P 500 Index.
Investments in this fund are subject to fluctuations, and there is no
guarantee of investment performance.
(5) Small Company Growth Fund - This fund is designed to
provide long-term growth by investing primarily in a diversified group
of stocks in small or undiscovered companies that show potential for
increased size, profitability and market awareness. This fund does not
seek current income, and is designed more for long-term gains.
Investments in this fund are subject to fluctuations, and there is no
guarantee of investment performance.
(6) International Fund - This fund is invested in stocks
of companies outside the United States. This fund is designed to
achieve long-term growth through investing in companies with
significantly better financial and return characteristics than their
peer groups. This fund, which is well diversified and not heavily
traded, achieves its return primarily from capital appreciation (an
increase in stock prices) rather than dividends. Investments in this
fund are subject to fluctuations, and there is no guarantee of
investment performance.
(7) NSI Stock Fund - This fund is invested primarily in
NSI Common Stock, although it may hold other short-term investments
from time to time. The objective of this fund is to provide long-term
capital appreciation through the ownership of NSI Common Stock.
Because this fund will only hold one stock, it lacks diversification
and may be subject to higher risks and greater fluctuations than a
diversified portfolio. You may not direct that more than 50% of your
Account be invested in this fund.
(8) Bond Index Fund - This fund is invested in U.S.
Treasury, agency, corporate, mortgage-backed, and asset-backed
securities. This fund is designed to match the returns of the Lehman
Brothers Aggregate Bond Index by investing in a well-diversified
portfolio that is representative of the domestic investment grade bond
market.
The Investment Funds available under the Plan may be changed, deleted or
modified from time to time by the Investment Committee of the Plan.
-6-
<PAGE> 9
10. HOW DO I DIRECT THE INVESTMENT OF MY ACCOUNT?
You will be provided with a form by the Plan Administrator on
which you will indicate how you would like your Account invested. On this form,
you will indicate how you would like your existing Account balance, as well as
your future contributions to the Plan to be invested. You must direct the
investment of your existing Account balance or future contributions in 1%
increments. If you fail to submit a statement of direction which properly
directs the investment of your entire Account, the portion not designated for
investment will be invested in the Stable Value Fund.
You may change your investment direction on any business day.
Any change can be made by using the Benefits Phone. Changes made on the
Benefits Phone before 4:00 p.m. Eastern Time will be effective as of the close
of the same business day. Changes made after 4:00 p.m. will be effective as of
the close of the following business day. You may also make investment changes
by completing new investment election forms provided by the Plan Administrator.
As described earlier, you will be provided a statement
showing how your Account is invested and the value of your Account as of the
end of each calendar quarter. If you have any questions concerning the status
of your Account, you should use the Benefits Phone or contact the Plan
Administrator.
11. BECAUSE I CHOOSE MY INVESTMENTS, AM I RESPONSIBLE FOR THE INVESTMENT
PERFORMANCE OF MY ACCOUNT?
Yes. Because you control the investment of your Account, you
are responsible for the investment results. The Plan is intended to be covered
by a special provision of federal law - Section 404(c) of ERISA and related
Department of Labor regulations. Under this provision, fiduciaries of the Plan
may be relieved of liability for any losses which are the direct and necessary
result of investment instructions given by you.
The investment alternatives available to you are described in
Question 9. Question 9 and the other materials provided to you regarding the
Investment Funds give information concerning the investment objectives and risk
and return characteristics of each alternative, information relating to the
type and diversification of assets held by each Investment Fund, a description
of any transaction fees and expenses which may affect your Account, and any
designated investment manager for the Fund.
Question 10 gives a description of how to invest in the
various Investment Funds, an explanation of how to change the investment of
your existing Account balance and your future contributions, and any
limitations relating to your investment choices. Question 12 provides
additional information concerning your investment in the NSI Stock Fund, as
well as information about your ability to exercise voting, tender and similar
rights with respect to the NSI Common Stock allocated to your Account.
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<PAGE> 10
All Participant investment directions are made by using the
Benefits Phone or investment election forms, both of which are administered by
the Plan's recordkeeper. The recordkeeper also maintains your Account balance
records and, together with the Trustee, is responsible for distributing Account
statements and proxy materials related to NSI Common Stock to you so that your
investment transactions and Account information remain confidential (including
information relating to your holding of NSI Common Stock).
12. WHO EXERCISES THE VOTING AND SIMILAR RIGHTS WITH RESPECT TO THE NSI
COMMON STOCK HELD BY THE PLAN?
You will direct the Trustee how to vote the shares of NSI
Common Stock allocated to your Account on all matters presented to the
shareholders of NSI. You will be given the proxy materials provided to
shareholders of NSI, along with instructions as to how to direct the Trustee to
vote your shares. If you do not direct the Trustee how to vote, the shares
allocated to your Account will not be voted.
If there is a tender or exchange offer for the NSI Common
Stock, you will also direct the Trustee whether to tender or exchange the
shares allocated to your Account. If you fail to direct the Trustee regarding a
tender or exchange, it will be treated as a direction not to tender or exchange
the shares.
All Participant directions regarding the voting, tender, or
exchange of NSI Common Stock will be transmitted directly to the Trustee. In
that way, your direction will remain confidential and no one at Lithonia
Lighting or NSI will know how you voted.
If the Plan holds any shares of NSI Common Stock that are not
allocated to Participants, the Investment Committee will determine how such
shares are voted, and whether they shall be tendered or exchanged.
13. WHAT IF I NEED ADDITIONAL INFORMATION ABOUT AN INVESTMENT FUND?
You can obtain additional information through the Benefits
Phone or by contacting the Plan Administrator at the address and telephone
number listed in the Basic Plan Data (see page 17). The following information
will be provided upon request for each investment alternative (to the extent
such information is relevant and available):
- annual operating expenses of the Investment Fund that may
affect the investment return;
- copies of prospectuses, financial statements and reports, and
listings of fund assets that have been furnished to the Plan;
and
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- the value of shares or units in the Investment Fund
(including those held in your Account), as well as the past
and current investment performance of the Investment Fund.
The Plan recognizes that it is important for you to have
sufficient information concerning your investment choices, so please do not
hesitate to use the Benefits Phone or contact the Plan Administrator to obtain
the information you need.
BENEFITS AND PAYMENT OF BENEFITS
14. WHAT WILL I RECEIVE WHEN I TERMINATE EMPLOYMENT OR RETIRE?
You will be entitled to the entire balance in your Account
when you terminate your employment for any reason or reach your Normal
Retirement Date. If you continue working for the Company past your Normal
Retirement Date, you may continue to participate in the Plan until you actually
retire, provided you remain eligible for Plan participation.
15. WHAT WILL MY BENEFICIARY RECEIVE IF I DIE?
If you die while employed by the Company, your designated
beneficiary (or beneficiaries) will be entitled to receive the entire balance
of your Account. When you become a Participant, the Plan Administrator will
give you a form on which you will designate one or more beneficiaries. If you
are married and wish to designate someone other than your spouse as your
beneficiary, you will have to obtain a written, notarized statement from your
spouse consenting to your designation of an alternate beneficiary. If you are
married at the time of death and have not properly designated another
beneficiary, your surviving spouse will receive the entire balance of your
Account.
16. WHEN AND HOW WILL MY BENEFITS BE PAID?
Benefits will generally be paid to you in a lump sum as soon
as administratively practical following the date on which you retire, become
Disabled, or otherwise terminate employment. However, if your Account balance
exceeds $5,000, your Account will not be distributed without your consent
before the date you attain age sixty-five (65). In the event of your death,
your Account will be paid in a lump sum to your designated beneficiary (or
beneficiaries).
All distributions will generally be made in cash. However, if
your Account balance exceeds $5,000, you may request that the portion of your
Account which is invested in the NSI Stock Fund be distributed in whole shares
of NSI Common Stock, with any fractional shares paid to you in cash.
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<PAGE> 12
When your Plan Account becomes payable to you, you may also
direct the Plan Administrator to transfer your Account balance directly to an
IRA or to another employer's tax-qualified retirement plan that accepts direct
rollovers. At the time your Account becomes payable to you, the Plan
Administrator will provide you with more information concerning this rollover
right.
FEDERAL INCOME TAX CONSIDERATIONS
17. HOW ARE MY CONTRIBUTIONS TO THE PLAN TREATED FOR FEDERAL INCOME TAX
PURPOSES, AND WHEN WILL I BE TAXED ON THESE CONTRIBUTIONS?
The Plan and its related trust are intended to be qualified
under Code Sections 401(a), 401(k), and 501(a). This means that, for federal
income tax purposes, your Pre-Tax Contributions are not taxed as income in the
year in which they are made. Instead, these contributions are taxed at the time
your Account is paid to you. Taxes on any investment earnings on your Pre-Tax
Contributions are also deferred until your Account is paid to you.
18. WHAT TAXES WILL APPLY TO MY DISTRIBUTION?
Any amount distributed to you from your Plan Account will
generally be taxable as income in the year in which you receive the
distribution. However, if your lump sum distribution includes shares of NSI
Common Stock, you may exclude from current taxation any "net unrealized
appreciation" on such shares (i.e., the value of such stock at the time of
distribution over its cost basis to the Plan). If your account is paid to you
before age 59-1/2 and it is not on account of your death, Disability, or
termination of employment after attainment of age 55, you will have to pay a
10% excise tax (in addition to regular income taxes) on any amount distributed
to you.
You can postpone paying tax on your distribution by "rolling
it over" or having it directly transferred to another qualified plan or IRA.
However, unless you have your distribution directly transferred to another
qualified plan or an IRA, federal income tax will automatically be withheld.
You will receive additional information regarding special tax
rules, rollovers and direct transfers at the time your Account is to be paid to
you.
TAX LAWS CHANGE FREQUENTLY. IF YOU HAVE SPECIFIC QUESTIONS
CONCERNING INCOME TAX ON ANY PLAN DISTRIBUTION, YOU ARE ENCOURAGED TO CONSULT A
TAX ADVISOR.
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<PAGE> 13
IN-SERVICE WITHDRAWALS
19. MAY I WITHDRAW AMOUNTS FROM MY PLAN ACCOUNT WHILE I AM STILL EMPLOYED?
In the event you incur a financial hardship (as described
below), you may request a withdrawal from your Pre-Tax Account by submitting a
written application on a form prescribed by the Plan Administrator. The amount
you can elect to withdraw is limited to your Pre-Tax Contributions. Investment
earnings on your Pre-Tax Contributions may not be withdrawn for hardship
reasons.
You will only be eligible for a withdrawal for financial
hardship in accordance with the following rules:
- The withdrawal must be due to a financial emergency involving
(i) the payment of uninsured medical expenses for you and/or
your spouse or dependent; (ii) the purchase of your principal
residence (not including mortgage payments or rent); (iii)
the payment of post-secondary tuition and/or educational
expenses or fees for the next 12 months for your education or
the education of your spouse, children, or dependents; or
(iv) the prevention of eviction from your principal residence
or the foreclosure on the mortgage on your principal
residence. The existence of a financial emergency will be
determined by the Plan Administrator.
- The withdrawal request must state that your financial need
cannot be satisfied (i) through insurance or other
reimbursement, (ii) by the sale of nonessential assets owned
by you, your spouse, or minor children which are reasonably
available to you, (iii) by ceasing or reducing contributions
to the Plan, (iv) by other distributions or loans available
from any retirement plan, or (v) by obtaining a loan from a
commercial source on reasonable terms.
- Hardship withdrawals must be at least $1,000, and only one
withdrawal will be permitted during any calendar year.
- Any amount withdrawn must not exceed the amount necessary to
satisfy the need, less any available resources described
above. However, the amount of the withdrawal may include
amounts necessary to cover any applicable income taxes or
penalties.
- If your hardship withdrawal is approved, you will be
suspended from making Pre-Tax Contributions for a period of
12 months.
- You must promptly submit any information required by the Plan
Administrator regarding your financial hardship request.
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<PAGE> 14
- If your Account is invested in more than one separate
Investment Fund maintained under the Plan, withdrawals will
be made proportionately from each Investment Fund in which
your Account is invested. All hardship withdrawals will be
made in cash.
20. CAN MY PLAN ACCOUNT BE ASSIGNED OR ATTACHED TO PAY A DEBT?
No. In general, your Plan Account cannot be pledged,
assigned, encumbered, or attached in any way. Thus, for example, you cannot
pledge your Plan Account to secure a personal loan from a bank. However, your
Plan Account can be attached or assigned pursuant to a Qualified Domestic
Relations Order ("QDRO"). A QDRO is a decree or order of a court relating to
the provision of child support, alimony payments, or marital property rights to
a spouse, former spouse, child or other dependent. In some cases, the Plan
Administrator will need time to review a QDRO to make sure it meets certain
legal requirements and, during that time, the Plan may restrict any withdrawals
or distributions to you from your Plan Account.
REEMPLOYMENT AND TRANSFERS
21. IF I TERMINATE EMPLOYMENT BUT AM LATER REHIRED, HOW CAN I BECOME A
PARTICIPANT AGAIN?
As described earlier, you will cease to be an active
Participant in the Plan if you retire, become Disabled, or otherwise terminate
employment. If you were a Participant in the Plan when you stopped working for
the Employer, you will be eligible to participate in the Plan again on the
first day of the month immediately following your return to active employment
with the Employer in an eligible group or class. You must complete a new
election form before you may resume making Pre-Tax Contributions. If you stop
working for the Employer and you were not previously a Participant in the Plan,
you must satisfy the eligibility requirements as if you were a new employee.
22. WHAT IF I TRANSFER TO OR FROM EMPLOYMENT WITH ANOTHER DIVISION OF NSI?
If you transfer employment to a class of Employees not
eligible to participate in the Plan, your Pre-Tax Contributions to the Plan
will stop at the time of your transfer. Your Account will not be paid to you at
the time of transfer, but will remain in the Plan until you terminate
employment with all NSI-related companies.
If you transfer employment to a class of Employees eligible
to participate in the Plan, your prior service will be counted as eligibility
service under the Plan. If you meet the eligibility requirements as of your
date of transfer, you can participate in the Plan as soon as administratively
practical after your transfer.
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<PAGE> 15
PLAN ADMINISTRATION
23. WHO MANAGES THE PLAN AND WHO PAYS THE PLAN'S EXPENSES?
The Plan is administered by the Plan Administrator, which is
NSI. The Plan Administrator has the exclusive discretionary authority to
interpret and construe the Plan and direct the payment of benefits under the
Plan. Any interpretation or determination made pursuant to such discretionary
authority will be upheld on judicial review, unless it is shown that the
interpretation or determination was arbitrary and capricious. You should direct
all claims for Plan benefits, as well as any questions concerning your rights
under the Plan, to the Plan Administrator.
The fees and expenses related to investments under the Plan,
including the investment management fees for the Investment Funds and the
brokerage commissions, fees and other expenses related to the purchase and sale
of NSI Common Stock, will be charged to the Investment Funds and the return
earned by the funds will be net of such fees and expenses. Although the Plan
provides for payment of administrative expenses from Plan assets, it is the
Employer's current intention to pay the Plan's administrative fees and
expenses.
CLAIMS UNDER THE PLAN
24. WHAT DO I DO IF MY CLAIM FOR BENEFITS FROM THE PLAN IS DENIED?
In the event your request for a Plan benefit is wholly or
partially denied, you will receive a written notice of the denial from the Plan
Administrator within 60 days of the date the Plan Administrator received your
initial claim. If special circumstances require an extension of the time in
which to reply, written notice of such extension will be given to you before
the end of the initial 60-day period. In no case will the additional period
extend more than 60 days beyond the end of the initial decision period. If you
do not receive a response to your claim within 60 days of the date you filed
the claim, it will be considered denied.
The written notice of the decision will contain (i) reasons
for the denial of the claim, (ii) references to the Plan provisions on which
the denial is based, and (iii) a description of any additional materials or
information necessary for you to submit to perfect the claim. You will also be
provided with the description of the Plan's claim review procedure which
includes the right to examine all Plan documents and other papers which
directly relate to your claim. You may have a representative (lawyer or other
person) assist you in reviewing these documents, and you or your representative
may contest the denial in writing by submitting your arguments and comments to
the Plan Administrator. You have 60 days after receipt of the denial in which
to request a review of the denied claim.
The Plan Administrator will generally make its decision on
review within 60 days after receipt of your request for review. In some special
circumstances an additional period, not to exceed 60 days, may be necessary to
decide the claim. The decision will be written in an
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<PAGE> 16
understandable manner and will contain the reasons for the decision and
references to pertinent Plan provisions on which the denial is based. If you
receive no response at all within the time frame described above, the claim
will be considered denied.
25. WHAT RIGHTS ARE AVAILABLE TO PARTICIPANTS UNDER THE PLAN OR UNDER
ERISA?
As a Participant in the Plan, you are entitled to certain
rights and protections under ERISA. ERISA provides that all Plan participants
shall be entitled to:
- Examine, without charge, at the Plan Administrator's office and
at other specified locations, such as worksites and union halls,
all Plan documents, including copies of all documents filed by
the Plan with the U.S. Department of Labor, such as annual
reports and plan descriptions;
- Obtain copies of all Plan documents and other Plan information
upon written request to the Plan Administrator, for which the
Plan Administrator may make a reasonable charge;
- Receive a summary of the Plan's annual financial report, which
the Plan Administrator is required by law to furnish you;
- Obtain a statement telling you whether you have a right to
receive benefits under the Plan at normal retirement age and if
so, what your benefits would be at normal retirement age if you
stop working now. If you do not have a right to a benefit, the
statement will tell you how many more years you have to work
before you have a right to a benefit. This statement must be
requested in writing and is not required to be given more than
once a year. The Plan must provide the statement free of charge.
In addition to creating rights for the Plan participants,
ERISA imposes duties upon the people who are responsible for the operation of
the Plan. The people who operate your Plan, called "fiduciaries" of the Plan,
have a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries.
No one, including the Employer or any other person, may
terminate your employment or otherwise discriminate against you in any way to
prevent you from obtaining a Plan benefit or exercising your rights under
ERISA. As described above, if your claim for a Plan benefit is denied in whole
or in part, you must receive a written explanation of the reason for the
denial. You have the right to have the Plan Administrator review and reconsider
your claim.
Under ERISA, there are steps you can take to enforce the
above rights. For instance, if you request materials from the Plan and do not
receive them within 30 days, you may file suit in a federal court. In such a
case, the court may require the Plan Administrator to provide the materials and
pay you up to $110 a day until you receive the materials, unless the
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<PAGE> 17
materials were not sent because of reasons beyond the control of the Plan
Administrator. If you have a claim for benefits which is denied or ignored, in
whole or in part, you may file suit in a state or federal court. If it should
happen that Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court. The
court will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.
If you have any questions about the Plan, you should contact
the Plan Administrator. If you have any questions about this statement or about
your rights under ERISA, you should contact the nearest office of the Pension
and Welfare Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Pension and Welfare Benefits Administration, U. S. Department of Labor, 200
Constitution Avenue, N.W., Washington, D.C. 20210.
AMENDMENT AND TERMINATION OF THE PLAN
26. WHO HAS THE AUTHORITY TO AMEND THE PLAN?
NSI retains the authority to amend or revise the Plan at any
time in its discretion. However, no amendment can have the effect of taking
away your Plan Account or causing any part of the trust fund to revert to NSI.
Any amendment shall be pursuant to resolution of the Board of Directors of NSI
or such other procedures as may be authorized by resolution of the Board.
27. HOW LONG WILL THE PLAN BE CONTINUED?
The Plan has been established by NSI with the intention that
it will be continued. However, NSI reserves the right at any time to terminate
or partially terminate the Plan.
MISCELLANEOUS
28. IS THIS PLAN INSURED?
No. The insurance coverage of the Pension Benefit Guaranty
Corporation ("PBGC") only applies to certain types of pension plans and does
not apply to defined contribution plans (such as this Plan) in which each
Participant has an individual account.
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<PAGE> 18
29. WHAT ADDITIONAL INFORMATION RELATING TO NSI IS AVAILABLE UPON REQUEST?
The following documents filed by NSI with the Securities and
Exchange Commission are incorporated in and made a part of the prospectus by
reference and are available without charge, upon written or oral request to the
individual identified below:
- NSI's latest Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act");
- All reports filed by NSI pursuant to Sections 13(a) or 15(d)
of the Exchange Act since the end of the year covered by
NSI's annual report on Form 10-K referred to above;
- The description of common stock contained in NSI's
Registration Statement filed under Section 12 of the Exchange
Act, including all amendments or reports filed for the
purpose of updating such description; and
- All other documents subsequently filed by NSI and the Plan
pursuant to Sections 13(a), 13(c) 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered by this
prospectus have been sold or which deregisters all such
securities that remain unsold.
The consolidated financial statements of NSI incorporated
into this prospectus have been audited by Arthur Andersen & Co., independent
auditors, at the dates and as set forth in their report incorporated herein,
and are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
Other documents which are required to be delivered to
employees pursuant to Rule 428(b) under the Securities Act of 1933 are
available without charge, upon written or oral request.
Requests for additional documents should be directed to:
National Service Industries, Inc., NSI Center, 1420 Peachtree Street, N.E.,
Atlanta, Georgia 30309, Attention: Allan Zeitlin, Vice President - Employee
Benefits (telephone: 404-853-1231).
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BASIC PLAN DATA
<TABLE>
<S> <C>
NAME OF PLAN: Lithonia Lighting 401(k) Plan for Hourly
Employees
PLAN NUMBER: 067
PLAN SPONSOR: National Service Industries, Inc.
NSI Center
1420 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 853-1000
PLAN SPONSOR'S EMPLOYER 58-0364900
IDENTIFICATION NUMBER ("EIN")
PARTICIPATING EMPLOYERS: National Service Industries, Inc. (Georgia)
NSI Center
1420 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 853-1000
EIN: 58-2227507
NSI Enterprises, Inc.
NSI Center
1420 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 853-1000
EIN: 77-0319365
PLAN ADMINISTRATOR National Service Industries, Inc.
NSI Center
1420 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 853-1000
</TABLE>
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<PAGE> 20
<TABLE>
<S> <C>
AGENT FOR SERVICE David Levy, Executive Vice President,
OF LEGAL PROCESS: Administration
and Counsel
National Service Industries, Inc.
NSI Center
1420 Peachtree Street, N.E.
Atlanta, Georgia 30309
Legal notice may also be served upon the
Trustee or Plan Administrator.
TRUSTEE: Institutional Trust Company
400 Colony Square
Suite 2200
1201 Peachtree Street, N.E.
Atlanta, Georgia 30361
PLAN YEAR: January 1 through December 31.
</TABLE>
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<PAGE> 21
GLOSSARY
Certain terms are used repeatedly throughout this Summary and are
defined here for your convenience.
ACCOUNT - The account established and maintained in the Plan for you
to record your Pre-Tax contributions and Rollover Contributions (if any).
BENEFITS PHONE - The automated telephone system which may be utilized
to obtain information on, and engage in, various transactions involving your
Plan Account.
CODE - The Internal Revenue Code of 1986, as amended.
COMPENSATION - Your total pay, including the amount of any Pre-Tax
Contributions made to the Plan or any other plan maintained by any NSI related
entity.
DISABLED - Your lasting inability, due to illness, accident, or other
mental or physical incapacity to perform the customary duties of your job. Any
determination as to whether a Participant is Disabled will be made by the Plan
Administrator based on competent medical evidence.
EMPLOYER - Collectively, National Service Industries, Inc., National
Service Industries, Inc. (Georgia), and NSI Enterprises, Inc.
ENTRY DATE - The first day of each calendar month.
ERISA - The Employee Retirement Income Security Act of 1974, as
amended from time to time.
INVESTMENT COMMITTEE - The committee appointed by NSI which has the
authority to establish the Investment Funds under the Plan, select the
investment advisors, and manage and maintain the investment activities of the
Plan.
INVESTMENT FUND - The investment options available under the Plan
among which a Participant may direct the investment of his Account.
LITHONIA LIGHTING - The Lithonia Lighting business operating unit of
the Employer.
NORMAL RETIREMENT DATE - The date a Participant attains age 65.
NSI - National Service Industries, Inc.
NSI COMMON STOCK - The common stock of National Service Industries,
Inc., $1.00 par value.
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<PAGE> 22
PARTICIPANT - An employee or former employee who has begun
participating in the Plan and whose Plan Account has not yet been fully paid to
him or her.
PARTICIPATING BARGAINING UNIT - A collective bargaining unit which,
pursuant to an agreement with the Employer, has elected to participate in the
Plan. The Participating Bargaining Units are listed in an appendix to the Plan.
PLAN - The Lithonia Lighting 401(k) Plan for Hourly Employees, as set
forth herein and as amended from time to time.
PLAN ADMINISTRATOR - NSI, which has the overall responsibility for the
administration and management of the Plan.
PLAN YEAR - The calendar year.
PRE-TAX ACCOUNT - The account to which your Pre-Tax Contributions are
credited.
PRE-TAX CONTRIBUTIONS - The contributions you make to the Plan, on a
pre-tax basis, via payroll deduction.
ROLLOVER ACCOUNT - The account to which any Rollover Contributions are
credited.
ROLLOVER CONTRIBUTIONS - Any amounts transferred by or for you to your
Plan Account from another employer's tax-qualified retirement plan.
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<PAGE> 23
INVESTMENT FUNDS AND INVESTMENT PERFORMANCE
This section provides additional information relating to the
Investment Funds available under the Plan and an indication of the performance
history of the Funds (or similarly managed investment vehicles). This material
should be read in conjunction with the information in Questions 9 through 13 of
this booklet.
INVESTMENT FUNDS
Stable Value Fund
The Stable Value Fund is designed to preserve principal value
while providing consistently high levels of current income and liquidity.
Because interest rates paid in the market for short term investments change
over time, the returns from the fund will also fluctuate. But, unlike stocks
and bonds whose principal values go up and down, the Fund is designed to
provide a stable principal value.
The Stable Value Fund is managed by PRIMCO Capital
Management, an affiliate of INVESCO. PRIMCO is one of the largest managers of
stable value funds in the United States, with over $15 billion in assets under
management. The Stable Value Fund will be a separately managed account for
participants in various plans sponsored by NSI.
The Fund invests in a diversified portfolio of investment
contracts with insurance companies, banks, or other financial institutions. It
may also invest in short-term securities such as commercial paper and
certificates of deposit. Additionally, the Fund may invest in other fixed
income securities such as bonds.
An investment contract is an agreement with an insurance
company, bank or other financial institution that promises a specific rate of
return for a period of time. The quality of the promise is based on the
financial health of the issuing entity. Some contracts are enhanced by
high-quality marketable securities.
Each investment is researched by the manager to ensure that
it fits within the investment criteria. Every investment must have a minimum
quality rating of AA-. As an additional quality control, the amount and the
maturity of investment is determined by the quality rating. The lower the
rating, the shorter the maturity of the investment and the smaller the amount
of the portfolio that can be committed to the investment. Finally, the
portfolio is structured in such a way that there is minimal risk of fluctuation
of principal balances on a quarterly basis.
The overall portfolio will have an average quality rating of
AA+. The average maturity of the Fund is to remain under 3 years.
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<PAGE> 24
The Stable Value Fund is operated as a "no-load" fund,
meaning there are no fees to invest in, or transfer out of, the Fund. The Fund
will pay PRIMCO an annual management fee not to exceed 0.15% of average net
assets.
The Balanced Fund
The Balanced Fund is a balanced portfolio of stocks and
high-quality fixed income securities (primarily bonds). The Balanced Fund is
managed by INVESCO Capital Management ("INVESCO Capital"), an affiliate of
INVESCO and an internationally recognized investment management firm managing
over $260 billion around the world. The assets of the balanced fund are
invested in a commingled fund. Only employee benefit trusts qualified under
Section 401 of the Code are eligible to invest in this INVESCO Capital Fund.
The investment objective of the Balanced Fund is to achieve a
high total return on investment through capital appreciation and current
income, while reducing risk through diversification. Funds having an investment
objective of seeking a high total return may be limited in their ability to
obtain their objective due to limitations on the types of securities in which
they may invest. Therefore, no assurance can be given that the Fund will be
able to achieve its investment objective.
No more than 70% of the Fund's assets can be invested in
either stocks or bonds. The portfolio manager employs a tactical asset
allocation strategy to determine the appropriate mix between stocks and bonds
based upon current market conditions. The manager will use measures of current
market conditions to control risk by decreasing or increasing the equity
exposure within the allowable ranges.
The Fund will have a minimum exposure to stocks and bonds of
30% each. The remaining 40% is adjusted between stocks and bonds based on
current market conditions versus historical norms. The principal measure used
to make this decision is the yield relationship between INVESCO Capital's stock
universe and the 20-year Treasury bond. When the current relationship is in
line with the historical norms, the portfolio's asset allocation is 60% in
stocks and 40% in bonds. As the yield spread widens, stocks are emphasized; as
it narrows, bonds are emphasized.
The stock portion of the portfolio focuses on the top 800
stocks on the New York Stock Exchange that have at least ten years of financial
history. These stocks are subject to computer analysis to identify the top 250
companies that most effectively utilize their capital. This analysis is based
on a proprietary model developed by INVESCO Capital.
Once the top 250 companies are identified, they are subjected
to fundamental analysis by the portfolio managers. In this analysis, the
manager seeks to identify those firms that are attractively priced, and those
that appear likely to continue to perform in line with their historical
financial patterns. This list is reduced to 100 stocks that the manager can use
to build the stock portion of the portfolio. The manager typically holds
between 40-50 stocks in the account.
-22-
<PAGE> 25
The fixed income portion of the portfolio can invest in
investment-grade bonds. The account is typically invested in intermediate (3-5
year average maturity) U.S. Government bonds. This fund may at times hold some
investment-grade corporate bonds when the current yield on corporate bonds is
sufficiently above U.S. Government securities to merit the additional risks. As
with the asset allocation and equity decision, all fixed income decisions are
based on current market conditions. No forecasting of interest rates is
utilized.
The Balanced Fund is operated as a "no-load" fund, meaning
there are no fees to invest in, or transfer out of, the Fund. The Fund will pay
INVESCO Capital an annual management fee of 0.60% of the first $25 million of
the Fund's average net assets and 0.25% on the Fund's average net assets above
$25 million.
The Balanced Fund is described in a prospectus provided by
the offeror of such fund, and you may obtain a copy upon request.
Diversified Equity Fund
The investment objective of the Diversified Equity Fund is to
achieve above average total return, consisting of capital appreciation and
income. Amounts directed to the Diversified Equity Fund will be invested by the
Plan in the John Hancock Independence Diversified Core Equity Fund ("John
Hancock Fund"), an investment fund for institutional investors such as the
Plan. The investment manager for the John Hancock Fund is Independence
Investment Associates, Inc., an affiliate of John Hancock Life Insurance
Company.
The Fund will diversify its investments to create a portfolio
with a risk profile and characteristics similar to the Standard & Poor's 500
Stock Index. Consequently, the Fund will invest in a number of industry groups
without concentration in any particular industry. The Fund's investments will
be subject to the market fluctuation and risks inherent in all securities.
There can be no assurance that the Fund will achieve its objective.
Under normal conditions, the Fund invests approximately 90%
of its total assets in common stocks. On average, the Fund's investment in
common stocks will exceed 90% of its total assets. The Fund will focus on
securities of companies which the Fund's management believes offer outstanding
capital growth and/or income potential over both the intermediate and long
term. The Fund's management considers stocks which combine value and improving
fundamentals to be attractive investments for the Fund. In determining what
constitutes "value," the Fund's management seeks stocks with the following
attributes: high growth relative to price/earnings ratio, rising dividend
stream, and high asset value. To determine whether a company's stock exhibits
improving fundamentals, the Fund's management looks for accelerating earnings
growth, positive earnings surprises when compared to the market's expectations
and favorable cyclical timing.
The Fund may invest in the securities of foreign issuers in
the form of American Depository Receipts (ADRs). ADRs (sponsored and
unsponsored) are receipts, typically issued by U.S. banks, which evidence
ownership of underlying securities issued by a foreign
-23-
<PAGE> 26
corporation. An investment in foreign securities including ADRs may be affected
by changes in currency rates and in exchange control regulations.
The Fund may also invest in fixed-income securities. All
fixed income securities purchased by the Fund, however, must be rated A or
better by Moody's Investors Service, Inc. or Standard and Poor's Corporation
or, if unrated, determined to be of comparable quality by the Fund's Adviser.
The Fund is operated as a "no-load" fund, meaning there are
no fees to invest in, or transfer out of, the Fund. The Fund pays a monthly fee
to the Adviser for managing the Fund's investment and business affairs, which
is equal on an annual basis to 0.50% of the Fund's average daily net assets.
The Fund pays fees to its independent Trustees, the expenses of the continuing
registration and qualification of its shares for sale, the charges of
custodians and transfer agents, and auditing and legal expenses. The Adviser
may, from time to time, agree that all or a portion of its fee will not be
imposed for specific periods or make other arrangements to limit the Fund's
expenses to not more than a specified percentage of average net assets. The
Adviser retains the right to impose such fees and recover any other payments to
the extent annual expenses fall below the limit at the end of the fiscal year.
Currently, the Adviser has voluntarily agreed to limit the Fund's total annual
expenses until further notice to 0.70% of the Fund's average net assets.
The Fund has adopted a distribution plan under Rule 12b-1
under the Investment Company Act of 1940, but payment of fees under the plan
has been suspended until further notice is given to shareholders. The Fund does
not intend to activate the distribution plan payments in the immediate future.
The John Hancock Fund is described in a prospectus provided
by the offeror of such fund and you may obtain a copy upon request.
NSI Stock Fund
This Fund will invest primarily in NSI Common Stock. Because
the Fund will only hold one stock, it lacks diversification and may be subject
to higher risks and greater fluctuation than a diversified portfolio. You may
not direct that more than 50% of your Account be invested in this Fund.
Shares of NSI Common Stock will be purchased in the open
market in privately negotiated transactions, or from NSI at prices not in
excess of the fair market value of the NSI Common Stock on the date of
purchase. All dividends received will be reinvested in the Fund. Sales of
shares will also be made in the open market, in privately negotiated
transactions or, under certain circumstances, to NSI. The Trustee, or the agent
designated to acquire or sell shares, may limit the daily volume of purchases
and sales to the extent it believes it will be in the interest of the Fund to
do so.
With respect to these purchases and sales, the cost charged
or proceeds credited to each affected Participant's Account shall be the
average cost for all shares purchased or sold
-24-
<PAGE> 27
under the Plan during a period elected by the Plan Administrator or its
designee. Brokerage commissions, transfer taxes and other expenses, if any,
shall be included in the cost or subtracted from the gross proceeds of
purchases or sales of NSI Common Stock. There are no separate fees to invest
in, or transfer out of, this Fund and this Fund has no separate management fee.
Any NSI Common Stock received by the Trustee as a stock split
or dividend, or as a result of a reorganization or other recapitalization of
NSI, shall be allocated to each Participant's Account in the same manner as the
NSI Common Stock to which it is attributable has been allocated. Any rights to
subscribe to additional shares of NSI Common Stock shall be sold by the
Trustee, and the proceeds from the sale of any such rights shall be used to
purchase additional shares of NSI Common Stock, which additional shares shall
be allocated to each Participant's Account in the same manner as the NSI Common
Stock has been allocated.
With regard to shares of NSI Common Stock distributed to
Participants, persons who are not "affiliates" of NSI may freely resell such
stock. Resales of NSI Common Stock by persons who may be considered
"affiliates" of NSI, which may include executive officers, directors and 10%
shareholders, may be made only in compliance with all of the provisions of Rule
144, promulgated under the Securities Act of 1933, other than the one-year
holding period requirement, or pursuant to a registration statement for the
sale of such shares. In general, with respect to shares acquired by affiliates
pursuant to the Plan, under Rule 144 an affiliate (and persons whose shares are
aggregated with such affiliate) is entitled to sell within any three-month
period a number of shares (including shares received other than pursuant to the
Plan) that does not exceed the greater of one percent of the then outstanding
shares of NSI's Common Stock or the average weekly trading volume of such stock
on the New York Stock Exchange during the four calendar weeks preceding the
sale.
International Fund
The investment objective of the International Fund is to achieve
long-term growth of capital. The International Fund is managed by Templeton
Investment Counsel, Inc.
The Fund seeks to achieve long-term capital growth through a flexible
policy of investing in equity securities and debt obligations of companies and
governments outside the U.S. The Fund will invest at least 65% of its total
assets in foreign equity securities, and may also invest up to 35% of its total
assets in debt securities when, in the judgment of the investment manager, the
capital appreciation available through such investment outweighs the potential
for capital growth through investment in stocks. In selecting securities for
the Fund, the investment manager attempts to identify those companies in
various countries and industries where economic and political factors,
including currency movements, are likely to produce above-average opportunities
for capital appreciation. The Fund may invest up to 5% of its assets and
warrants (excluding warrants acquired in units or attached to securities), and
up to 10% of its assets in illiquid securities. The Fund will not invest more
than 5% of its total assets in any of the following: (i) debt securities rated
lower than BBB by S&P or Baa by Moody's, (ii) structured investments, and (iii)
securities of Russian issuers. The Fund may borrow up to one-third of the value
of its total assets and may lend portfolio securities with an aggregate market
-25-
<PAGE> 28
value of up to one-third of its total assets. The Fund may purchase and sell
put and call options on securities or indices, provided that (i) the value of
the underlying securities on which options may be written at any one time will
not exceed 25% of the Fund's total assets, and (ii) the Fund will not purchase
put or call options if the aggregate premium paid for such options would exceed
5% of its total assets. The Fund may enter into forward foreign currency
contracts and may purchase and write put and call options on foreign
currencies. For hedging purposes only, the Fund may buy and sell financial
futures contracts, stock index futures contracts, foreign currency futures
contracts and options on any of these futures contracts, provided that (i) the
Fund will not commit more than 5% of its total assets to initial margin
deposits on future contracts and related options, and (ii) the value of the
underlying securities on which futures contracts will be written at any one
time will not exceed 25% of the total assets of the Fund.
The Fund's investments are subject to market fluctuation and risks
inherent in all securities. There can be no assurance that the Fund will
achieve its objectives.
The Fund is operated as a "no-load" mutual fund, meaning there are no
fees to invest in, or transfer out of, the Fund. The Fund pays a fee to its
investment manager for managing the Fund's investment and business affairs, as
well as the operating expenses of the Fund. For the fiscal year ending December
31, 1997, the Fund paid management fees equal to .70% of average net assets;
the total operating expenses including management fees equaled .84% of average
net assets.
The International Fund is described in a prospectus provided by the
offeror of such fund, and you may obtain a copy upon request.
Small Company Growth
The investment objective of the Small Company Growth Fund is to
achieve long-term capital growth. The Small Company Growth Fund is managed by
INVESCO Funds Group, Inc., a wholly owned subsidiary of AMVESCAP PLC., an
internationally recognized investment management firm managing over $260
billion around the world.
The Fund will invest 65% or more of its assets in equity securities of
companies with market capitalizations of one billion dollars or less at the
time of purchase ("Small Cap Companies"). The balance of the Fund's assets may
be invested in the equity securities of companies with market capitalizations
in excess of one billion dollars, debt securities and short-term investments.
The Fund's investments in debt securities include U.S. government and corporate
debt securities. The short term investments of the Fund (used to meet current
cash requirements, such as to satisfy requests to redeem shares from the Fund)
may consist of U.S. government and agency securities, domestic banks'
certificates of deposit and bankers' acceptances and commercial paper.
When investing in Small Cap Companies, the Fund primarily looks for
companies in the developing stages of their life cycle, which are undervalued
in the marketplace, have earning which may be expected to grow faster than the
U.S. economy in general, and/or offer
-26-
<PAGE> 29
the potential for accelerated earnings growth due to rapid growth of sales, new
products, management changes or structural changes in the economy. The Fund is
actively traded. Because the Fund's strategy highlights many short-term factors
- - current information about a company, investor interest, price movements of
the company's securities and general market and monetary conditions -
securities may be bought and sold relatively frequently, the Fund's portfolio
turnover may be higher than many other mutual Funds, sometimes exceeding 200%.
The Fund's investments are subject to market fluctuation and risks
inherent in all securities. There is no assurance that the Fund's investment
objective will be met.
The Fund is operated as a "no-load" mutual fund, meaning there are no
fees to invest in, or transfer out of, the Fund. The Fund will pay INVESCO a
monthly management fee based upon a percentage of the Fund's average net assets
determined daily. The management fee is computed at the annual rate of .75% on
the first $350 million; .65% on the $350 million; and .55% on the Fund's
average net assets over $700 million. The Fund's expenses, which are accrued
daily, are deducted from total income before dividends are paid. Total expenses
of the Fund (prior to any expense offset arrangements) for the fiscal year
ended May 31, 1998, including investment advisory fees amounted to 1.48% of the
Fund's net assets. If necessary, certain Fund expenses will be absorbed
voluntarily by INVESCO in order to ensure that the Fund's total operating
expenses (after expense offset arrangements) will not exceed 1.5% of the Fund's
average net assets.
The Small Company Growth Fund is described in a prospectus provided by
the offeror of such fund, and you may obtain a copy upon request.
S&P 500 Index
The investment objective of the S&P 500 Index Fund is to parallel the
performance of the Standard and Poor's 500 Composite Stock Price Index, which
emphasizes stock of large U.S. companies. The S&P 500 Index Fund is managed by
Vanguard Group, a family of more than 30 investment companies with more than 95
distinct investment portfolios and total net assets of more than $360 billion.
The Fund employs a passively managed investment or index approach. The
Fund holds each stock found in the S&P 500 Index in roughly the same
proportions as represented in the index itself. For example, if 5% of the S&P
500 Index were made up of the assets of a specific company, the Fund would
invest the same percentage of its assets in that company.
The Fund's investments will be subject to market fluctuation and risks
inherent in all securities. The Fund is also subject to objective risk, which
is the possibility that the returns from the S&P 500 Index will trail returns
from the overall stock market.
The Fund is operated as a "no-load" mutual fund, meaning that there
are no fees to invest in, or transfer out of, the Fund. Expenses of the Fund
relating to investment advisory fees as well as fees for administering the
Fund, providing services, and other activities are deducted from the
-27-
<PAGE> 30
Fund's income. The Fund's operating expenses for the fiscal year ending
December 31, 1997 was .19% of net assets.
The S&P 500 Index Fund is described in a prospectus provided by the
offeror of such fund, and you may obtain a copy upon request.
Bond Index
The investment objective of the Bond Index Fund is to match to total
rate of return of the Lehman Brothers Aggregate Index during a calendar year.
The Bond Index Fund is managed by State Street Global Investors.
The Fund employs a passive bond indexing strategy. It seeks to match
the returns of the Lehman Brothers Aggregate Index by investing in a
well-diversified portfolio that is representative of the domestic investment
grade bond market. The Fund will invest in U.S. Treasury, agency, corporate,
mortgage-backed and asset-backed securities. Overall sector and quality ratings
are also matched to the index, with individual securities selection based upon
criteria generated by the Fund's credit research group, security availability,
and its impact on the portfolio's weightings.
The Fund is operated as an institutional commingled fund. Expenses of
the Fund relating to investment advisory fees as well as fees for administering
the Fund, providing services and other activities are deducted from the Fund's
income. The Fund's operating expenses for the year ending December 31, 1997
were .20% of net assets.
INVESTMENT PERFORMANCE
The following table reflects historical percentage gain (loss) if investments
had been made during such period in the Investment Funds (or in a similarly
managed fund or investment). The performance data represents past performance
and the results may not be indicative of future performance. The footnotes to
the table should be read in conjunction with the performance figures presented
for each Fund.
<TABLE>
<CAPTION>
INVESTMENT GAIN (LOSS) PERCENTAGE
- -----------------------------------------------------------------------------------------------------------------------
SMALL S&P
STABLE DIVERSIFIED NSI COMPANY 500 BOND
VALUE BALANCED EQUITY STOCK INTERNATIONAL GROWTH INDEX INDEX
- -----------------------------------------------------------------------------------------------------------------------
Year
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 6.41% 13.57% 30.16% -21.13% 10.16% 14.90% 28.79% 8.84%
- -----------------------------------------------------------------------------------------------------------------------
1997 6.80% 25.50% 29.40% 36.30% 11.43% -7.08% 33.20% 12.07%
- -----------------------------------------------------------------------------------------------------------------------
1996 6.90% 14.50% 19.90% 17.50% 21.58% 55.78% 23.10% NA
- -----------------------------------------------------------------------------------------------------------------------
1995 7.18% 29.85% 36.57% 31.29% 13.00% 4.98% 37.50% NA
- -----------------------------------------------------------------------------------------------------------------------
1994 7.80% 3.40% -1.40% 4.30% 0.24% 15.34% 1.30% NA
- -----------------------------------------------------------------------------------------------------------------------
1993 5.80% 13.9% 16.80% 3.20% 34.03% 30.95% 10.00% NA
- -----------------------------------------------------------------------------------------------------------------------
ANNUAL COMPOUND RATES OF RETURN ENDING DECEMBER 31, 1997
- -----------------------------------------------------------------------------------------------------------------------
3 Year 6.62% 17.69% 26.49% 7.67% 14.28% 14.91% 28.33% NA
- -----------------------------------------------------------------------------------------------------------------------
5 Year 6.95% 16.87% 22.02% N/A 11.07% 13.69% 24.13% NA
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
-28-
<PAGE> 31
Stable Value - Numbers for years 1993-1998 represent performance of the INVESCO
Retirement Trust Stable Value Fund.
Balanced - Numbers represent the composite performance of the INVESCO
Retirement Trust Flex Fund and conform to standards set by the Association of
Investment Management Research, a non-profit organization that maintains
standards for professional investment advisers.
Diversified Equity - Numbers represent the composite performance of
Independence Investment Associates for all core diversified equity assets under
management and conform to standards set by the Association of Investment
Management Research, a non-profit organization that maintains standards for
professional investment advisers.
NSI Stock - Numbers represent the change in value, including dividends, of a
share of NSI stock for the appropriate years.
International - Numbers represent the total return of the Fund, including the
reinvestment of dividends and capital gains.
Small Company Growth - Numbers represent the total return of the Fund,
including the reinvestment of dividends and capital gains.
S&P 500 Index - Numbers represent the total return of the Fund, including the
reinvestment of dividends and capital gains.
Bond Index - Inception date of the Bond Index Fund was January 1, 1997.
Further information regarding performance, portfolio composition, etc. is
available upon request. All material is compiled from sources believed to be
reliable, but accuracy cannot be guaranteed.
-29-
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated October 9, 1998,
included in the Annual Report on Form 10-K of National Service Industries, Inc.
for the fiscal year ended August 31, 1998 and to all references to our firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
February 25, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his
true and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to executive and
file a Registration Statement on Form S-8 for the $1.00 par value National
Service Industries, Inc. Common Stock and plan interests to be offered in
connection with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any
and all amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them individually, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ John L. Clendenin
---------------------------
John L. Clendenin
Dated: January 6, 1999
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true
and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Thomas C. Gallagher
-----------------------
Thomas C. Gallagher
Dated: January 6, 1999
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his
true and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Robert M. Holder, Jr.
-----------------------------------------
Robert M. Holder, Jr.
Dated: January 6, 1999
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his
true and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Charles W. McCall
--------------------------
Charles W. McCall
Dated: January 6, 1999
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his
true and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ John G. Medlin, Jr.
--------------------------
John G. Medlin, Jr.
Dated: January 6, 1999
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true
and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Sam Nunn
-----------------
Sam Nunn
Dated: January 6, 1999
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true
and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Herman J. Russell
---------------------
Herman J. Russell
Dated: January 6, 1999
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, and each of them individually, her true
and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for her in her name, place, and stead in her capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Betty L. Siegel
------------------------------------
Betty L. Siegel
Dated: January 6, 1999
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints DAVID LEVY and BROCK HATTOX, and each of them individually, his true
and lawful attorneys-in-fact (with full power of substitution and
resubstitution) to act for him in his name, place, and stead in his capacity as
a director or officer of National Service Industries, Inc., to execute and file
a Registration Statement on Form S-8 for the $1.00 par value National Service
Industries, Inc. Common Stock and plan interests to be offered in connection
with the Lithonia Lighting 401(k) Plan for Hourly Employees, and any and all
amendments thereto, with any exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them individually, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Barrie A. Wigmore
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Barrie A. Wigmore
Dated: January 6, 1999
