UNIFIRST CORP, 424B4, 1998-03-19

UNIFIRST CORP
424B4, 1998-03-19
PERSONAL SERVICES

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<PAGE> 1
FILED PURSUANT TO RULE 424(B)(4)
FILE NO. 333-46131
PROSPECTUS

2,000,000 SHARES

[UNIFIRST LOGO]

COMMON STOCK

All of the 2,000,000 shares of Common Stock of UniFirst Corporation (the
"Company") offered hereby (the "Offering") are being sold by the Selling
Stockholder. See "Principal and Selling Stockholders." The Company will not
receive any of the proceeds from the sale of the shares offered hereby.

The Common Stock is listed on the New York Stock Exchange under the symbol
"UNF." On March 17, 1998, the closing price of the Common Stock as reported on
the New York Stock Exchange was $28.75 per share. See "Price Range of Common
Stock and Dividend Policy."

All of the shares offered hereby by the Selling Stockholder are shares of
Class B Common Stock, which will automatically convert into shares of Common
Stock upon their sale in the Offering. The holders of Common Stock are entitled
to one vote per share while the holders of Class B Common Stock are entitled to
ten votes per share. The holders of Common Stock are also entitled to cash
dividends equal to 125% of any cash dividends paid on shares of Class B Common
Stock. See "Description of Capital Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON
STOCK OFFERED HEREBY.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
=============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) SELLING STOCKHOLDER(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $28.25 $1.30 $26.95
Total(3).......................... $56,500,000 $2,600,000 $53,900,000
=============================================================================================================
</TABLE>

(1) The Company and the Selling Stockholder have agreed to indemnify William
Blair & Company, L.L.C., as Underwriter, against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) Before deducting expenses payable by the Company and the Selling Stockholder
estimated at $350,000. The Company and the Selling Stockholder have agreed
that all expenses of this Offering will be shared equally between them.
(3) The Selling Stockholder has granted to William Blair & Company, L.L.C., as
Underwriter, a 30-day option to purchase up to 300,000 additional shares of
Common Stock, solely to cover over-allotments, if any. See "Underwriting."
If all such shares are purchased, the total Price to Public, Underwriting
Discount and Proceeds to Selling Stockholder will be $64,975,000, $2,990,000
and $61,985,000, respectively.

The Common Stock is offered by William Blair & Company, L.L.C. when, as and
if delivered to and accepted by it and subject to its right to reject orders in
whole or in part. It is expected that delivery of certificates for the shares of
Common Stock will be made on or about March 23, 1998.

WILLIAM BLAIR & COMPANY

THE DATE OF THIS PROSPECTUS IS MARCH 18, 1998
<PAGE> 2

[Map of United States and Canada indicating Company locations.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK OF
THE COMPANY, INCLUDING STABILIZATION BIDS, SHORT-COVERING TRANSACTIONS OR THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

2
<PAGE> 3

- --------------------------------------------------------------------------------

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the consolidated
financial statements and notes thereto incorporated by reference into this
Prospectus and the detailed information appearing elsewhere herein. Except as
otherwise noted, all information in this Prospectus assumes the Underwriters'
over-allotment option is not exercised. See "Underwriting."

THE COMPANY

The Company is one of the largest providers of workplace uniforms and
protective clothing in the United States. The Company rents, manufactures and
sells a wide range of uniforms and protective clothing, including shirts, pants,
jackets, coveralls, jumpsuits, lab coats, smocks and aprons, and also rents
industrial wiping products, floormats and other non-garment items, to a variety
of manufacturers, retailers and service companies. The Company serves businesses
of all sizes in numerous industry categories. Typical customers include
automobile service centers and dealers, delivery services, food and general
merchandise retailers, food processors and service operations, light
manufacturers, maintenance facilities, restaurants, service companies, soft and
durable goods wholesalers, transportation companies, and others who require
employee clothing for image, identification, protection or utility purposes.
Among the largest customers of the Company's conventional uniform rental
business are divisions, units, regional operations or franchised agencies of
such major organizations as General Electric Company, Honda (Canada), The
Coca-Cola Company, Speedy Muffler King, Wal-Mart Stores, Inc. and E.I. du Pont
de Nemours and Company. At certain specialized facilities, the Company also
decontaminates and cleans work clothes that may have been exposed to radioactive
materials and services special cleanroom protective wear. Typical customers for
these specialized services include government agencies, research and development
laboratories, high technology companies and utilities operating nuclear
reactors. In fiscal 1997, the Company generated $419 million in revenue, of
which approximately 68% was from the rental of uniforms and protective clothing,
22% was from the rental of non-garment items, 7% was from garment
decontamination services, and 3% was from the direct sale of garments and
related items.

The Company's principal services include providing customers with uniforms
and other non-garment items, picking up soiled uniforms or other items on a
periodic basis (usually weekly), and delivering at the same time cleaned and
processed items. The Company offers uniforms in a wide variety of styles,
colors, sizes, fabrics and with personalized emblems selected by the customer.
The Company's centralized services, specialized equipment and economies of scale
generally allow the Company to be more cost effective in providing garment
services than customers could be themselves, particularly those customers with
high employee turnover rates. During fiscal 1997, the Company manufactured
approximately 55% of the garments it placed in service. Because the Company
designs and manufactures a majority of its own uniforms and protective clothes,
it can produce custom garment programs for its larger customers, offer a diverse
range of such designs within its standard line of garments, and better control
the quality, price and speed at which it produces such garments.

According to industry data compiled by the Uniform and Textile Service
Association, approximately 46 million of the 128 million people in the United
States civilian workforce at the beginning of 1997 wore some form of specialized
work clothing. Of this total, approximately 15.4 million people worked for
companies that purchased such clothing for their employees and another 6.5
million people wore uniforms rented by their employers from uniform service
companies. The Uniform and Textile Service Association estimates that uniform
rental services alone generated approximately $4.8 billion and $5.3 billion in
revenue during 1996 and 1997, respectively, and that this industry has grown at
a compound annual rate of approximately 7.2% since 1983. The Company believes
that the uniform industry's overall growth has resulted from increasing numbers
of companies choosing to outfit their employees in uniforms in order to foster
greater company identity, enhance their corporate image and improve employee
safety, productivity and morale. The Company also believes that growth in the
rental segment of the industry in particular will continue as businesses that
might otherwise purchase uniforms realize the greater control, simplified
administration, and improved economics that uniform rental services programs
offer.

- --------------------------------------------------------------------------------

3
<PAGE> 4

From fiscal 1995 to fiscal 1997, the Company's revenues grew at a compound
annual rate of 8.6% from $355 million to $419 million. During the same period,
earnings per share grew at a compound annual rate of 17.7% from $1.01 per share
to $1.40 per share. The Company achieved this higher rate of earnings per share
growth through the realization of operating efficiencies and cost controls that
enabled the Company to increase its operating margins from 9.7% in fiscal 1995
to 11.2% in fiscal 1997.

The Company seeks to enhance its position as one of the nation's leading
providers of uniforms and protective clothing by building on its core business
strengths, which include the following:

- Maintain Client and Geographic Diversification and Multi-Year Client
Relationships. The Company currently services over 100,000 customer
locations in 45 states, Canada and Europe from 125 service facilities
and distribution centers. During each of the past five years, no single
customer accounted for more than 1% of the Company's revenues. The
Company typically serves its customers pursuant to written service
contracts that range in duration from three to five years.

- Provide Superior Customer Service. The Company serves its customers
through approximately 925 route salespersons, who generally interact on
a weekly basis with their accounts, and more than 500 service support
people, who are charged with expeditiously handling customer
requirements regarding the outfitting of new customer employees, garment
repair and replacement, billing inquiries and other matters.

- Invest in Advanced Systems and Facilities. The Company's investments in
systems and facilities have enhanced the Company's customer service,
sales, marketing, inventory control and finance functions and enable the
Company to effectively manage its geographically dispersed operations.
In addition, by the end of fiscal 1998, the Company expects to complete
construction of its 310,000 square foot Owensboro, Kentucky distribution
center, which the Company believes will be one of the largest and most
advanced garment distribution facilities in the industry. The Company
expects that this new facility will enable it to streamline its
distribution and inventory control systems and provide it with the
operational capacity to expand its direct sales business.

The Company intends to continue to grow its business by focusing on the
following strategies:

- Pursue Internal Growth Initiatives. The Company plans to achieve
internal growth through new market start-ups, the expansion of sales
routes, targeted marketing efforts, increasing penetration of existing
customer accounts, and increasing direct sales. The Company also plans
to expand its recently established national account sales organization.

- Leverage the Customer Base. The Company intends to continue to leverage
its excellent service relationship with its uniform rental customers by
offering such customers non-garment items, such as industrial wiping
products, floormats and mops, and related services, as well as by
promoting direct purchases of uniforms and accessories.

- Develop Existing and New Niche Businesses. The Company intends to
develop additional niche businesses to complement its specialized
garment business, including its nuclear decontamination and clean-room
garment services.

4
<PAGE> 5

- --------------------------------------------------------------------------------

THE OFFERING

<TABLE>
<S> <C>
Shares Offered by the Selling Stockholder....................................... 2,000,000
Shares Outstanding Immediately After the Offering............................... 20,510,608(1)
New York Stock Exchange Symbol.................................................. UNF
</TABLE>

- ---------------

(1) Consists of 9,903,864 shares of Common Stock and 10,606,744 shares of Class
B Common Stock. See "Description of Capital Stock." Excludes 150,000 shares
available for future grant under the Company's stock incentive plan.

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEAR ENDED AUGUST(1) NOVEMBER(1)
---------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1996 1997
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues.................. $287,728 $318,039 $355,041 $391,794 $419,093 $103,976 $112,402
Income from operations.... 30,745 32,457 34,531 40,915 47,001 12,789 14,372
Net income................ 17,689 18,871 20,634 24,662 28,723 7,855 8,826
Net income per share...... $ 0.86 $ 0.92 $ 1.01 $ 1.20 $ 1.40 $ 0.38 $ 0.43
Weighted average number of
shares outstanding...... 20,453 20,506 20,511 20,511 20,511 20,511 20,511

BALANCE SHEET DATA (AT PERIOD END)
Working capital........... $ 19,241 $ 27,957 $ 31,501 $ 38,650 $ 37,614 $ 38,886 $ 40,086
Total assets.............. 219,064 250,160 272,691 302,378 339,626 311,469 353,781
Total debt................ 32,231 41,602 36,376 39,365 40,837 34,991 42,704
Total shareholders'
equity.................. 132,723 149,472 168,596 191,109 217,192 198,494 225,150
</TABLE>

- ---------------

(1) The Company's fiscal year ends on the last Saturday in August, and the
Company's first fiscal quarter ends on the last Saturday in November.

The Company was incorporated in Massachusetts in 1950, as a successor to
certain businesses formed in 1936. The Company's principal executive office is
located at 68 Jonspin Road, Wilmington, Massachusetts 01887-1086, and its
telephone number is (978) 658-8888. The address of the Company's World Wide Web
site is http://www.unifirst.com. The Company's website is not and shall not be
deemed to be a part of this Prospectus.

- --------------------------------------------------------------------------------

5
<PAGE> 6

RISK FACTORS

In addition to the other information in this Prospectus, potential
purchasers should consider carefully the following factors in evaluating the
Company, its business and the shares of Common Stock offered hereby:

COMPETITION

The uniform rental and sales industry is highly competitive and there are
other firms in the industry that are larger and have greater financial resources
than the Company. The Company's leading competitors include ARAMARK Corporation,
Cintas Corporation, G&K Services, Inc. and Unitog Company. In addition to its
traditional rental competitors, the Company may increasingly compete in the
future with businesses that focus on selling uniforms and other related items.
The principal methods of competition in the industry are quality of service and
price. To the extent existing or future competitors seek to gain or retain
market share by reducing prices, the Company may be required to lower its
prices, thereby adversely impacting operating results. The Company's competitors
also generally compete with the Company for acquisition candidates, which has
the effect of increasing the price for acquisitions and reducing the number of
available acquisition candidates. See "Business -- Competition."

GENERAL ECONOMIC CONDITIONS

The Company's business may be adversely affected by national or regional
economic slowdowns or by certain industry specific slowdowns. In particular,
further declines in the nuclear energy industry may adversely effect the
Company's garment decontamination business. In addition, it has been publicly
reported that the government may increase the minimum hourly wage. Such an
increase could cause the Company to raise the pay of its more than 4,500 hourly
workers, and such increased costs, if not passed through to its customers, could
adversely affect the results of operations of the Company. The Company's
operating results may also be adversely affected by events or conditions in a
particular area, such as adverse weather and other factors. In addition, the
Company's operating results may be adversely affected by increases in interest
rates that may lead to a decline in economic activity, while simultaneously
resulting in higher interest expense to the Company under its credit facility.

SEASONALITY AND QUARTERLY FLUCTUATIONS

Historically, the Company's revenues and operating results have varied from
quarter to quarter and are expected to continue to fluctuate in the future.
These fluctuations have been due to a number of factors, including: general
economic conditions in the Company's markets; the timing of acquisitions and of
commencing start-up operations and related costs; the effectiveness of
integrating acquired businesses and start-up operations; the timing of nuclear
plant outages; capital expenditures; seasonal rental and purchasing patterns of
the Company's customers; and price changes in response to competitive factors.
In addition, the Company's operating results historically have been seasonally
lower during the second and fourth fiscal quarters than during the other
quarters of the fiscal year. The Company incurs various costs in integrating or
establishing newly acquired businesses or start-up operations, and the
profitability of a new location is generally expected to be lower in the initial
period of its operation than in subsequent periods. Start-up operations in
particular lack the support of an existing customer base and require a
significantly longer period to develop sales opportunities and meet targeted
operating results. These factors, among others, make it likely that in some
future quarter the Company's results of operations may be below the expectations
of securities analysts and investors, which could have a material adverse effect
on the market price of the Common Stock. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Seasonality and
Selected Quarterly Operating Results."

MANAGEMENT OF GROWTH; NEW DISTRIBUTION FACILITY

The successful implementation of the Company's growth strategy will require
the Company to increase its work force, the scope of its operating and financial
systems and the geographic area of its operations. The Company believes this
growth will increase the operating complexity of the Company and the level of
responsibility for both existing and new management personnel. See "Business --
Business Strategy."

6
<PAGE> 7

Managing and sustaining the Company's growth and expansion will require
substantial enhancements to the Company's operational and financial systems and
controls, as well as additional administrative, operational and financial
resources. There can be no assurance that the Company will be able to manage its
expanding operations successfully or that it will be able to maintain or
accelerate its growth, and any failure to do so could have a material adverse
effect on the Company's results of operations.

The Company is in the process of constructing a new 310,000 square foot
distribution center in Owensboro, Kentucky, which the Company expects to
complete in late fiscal 1998. The Company has expended approximately $25.0
million to date on this facility and estimates that it will expend an additional
$1.8 million to complete the facility. During a transition period following its
completion, certain of the operations at this new facility will duplicate
operations at other Company locations resulting in increased operating costs. To
the extent actual expenditures or duplicate operating costs exceed estimates, it
could have a material adverse effect on the Company's results of operations.
Certain software and information systems that have not been previously used by
the Company will be utilized at the new facility. In addition, in connection
with operating the new facility, the Company will be required to hire new
personnel. There can be no assurance that the operations of this facility will
proceed on schedule or that the operational and financial performance of the new
facility will meet the Company's expectations. If the Company is not successful
in these regards, it could have a material adverse effect on the Company's
results of operations. Following a transition period, the Company intends to
consolidate its two existing distribution facilities into the Owensboro
distribution facility. As a result, substantially all of the Company's
distribution and direct sales operations will be conducted from this facility.
Destruction of all or part of the Owensboro facility or a disruption in its
operations would have a material adverse effect on the Company's results of
operations.

ENVIRONMENTAL REGULATION

The Company and its operations are subject to various federal, state and
local laws and regulations governing, among other things, the generation,
handling, storage, transportation, treatment and disposal of hazardous wastes
and other substances. In particular, industrial laundries use and must dispose
of detergent waste water and other residues. In the past, the Company has
settled, or contributed to the settlement of, actions or claims brought against
the Company relating to the disposal of hazardous materials and there can be no
assurance that the Company will not have to expend material amounts to remediate
the consequences of any such disposal in the future. Further, under
environmental laws, an owner or lessee of real estate may be liable for the
costs of removal or remediation of certain hazardous or toxic substances located
on or in or emanating from such property, as well as related costs of
investigation and property damage. Such laws often impose liability without
regard to whether the owner or lessee knew of or was responsible for the
presence of such hazardous or toxic substances. There can be no assurance that
acquired or leased locations have been operated in compliance with environmental
laws and regulations or that future uses or conditions will not result in the
imposition of liability upon the Company under such laws or expose the Company
to third-party actions such as tort suits.

In addition, the federal Environmental Protection Agency has recently
proposed a federal environmental regulatory framework applicable to industrial
laundry operations that would replace local regulations. Scheduled to take
effect in 1999, these regulations, if implemented as proposed, would require the
Company to expend substantial amounts on compliance, thereby increasing the
Company's operating costs and capital expenditures. To the extent such costs and
expenses could not be offset through price increases, the Company's results of
operations could be adversely affected.

The Company's nuclear garment decontamination facilities are licensed by
the Nuclear Regulatory Commission, or in certain cases by the applicable state
agency, and are subject to regulation by federal, state and local authorities.
In recent years, there has been increased scrutiny and, in certain cases,
regulation of nuclear facilities and related services that have resulted in the
suspension of operations at certain nuclear facilities served by the Company or
disruptions of the Company's ability to service such facilities. There can be no
assurance that such increased scrutiny will not lead to the shut-down of such
facilities or otherwise cause material disruptions in the Company's garment
decontamination business.

7
<PAGE> 8

ACQUISITIONS

Since the beginning of fiscal 1993, the Company has acquired numerous
businesses, including 10 which had annual revenues of more than $1.0 million at
the time of purchase. Moreover, a principal component of the Company's growth
strategy is to actively pursue additional acquisition opportunities. In order to
achieve anticipated benefits from these acquisitions, the Company must
successfully integrate any acquired businesses with its existing operations, and
no assurance can be given that the Company will be successful in this regard. In
addition, attractive acquisitions are difficult to identify and complete for a
number of reasons, including competition among prospective buyers. There can be
no assurance that the Company will be able to complete future acquisitions. In
order to finance such acquisitions, it may be necessary for the Company to
obtain additional funds either through public or private financings, including
bank and other secured and unsecured borrowings and the issuance of debt or
equity securities. There can be no assurance that future issuances of securities
in connection with acquisitions will not be dilutive to the Company's
stockholders.

DEPENDENCE ON THIRD PARTIES

The Company utilizes United Parcel Service and other common carriers to
ship a large portion of its products. Following completion of the Company's new
Owensboro, Kentucky distribution facility, the Company's reliance on United
Parcel Service and other common carriers is expected to increase significantly.
Strikes or other service interruptions affecting such carriers could impair the
Company's ability to deliver products on a timely and cost-effective basis. In
addition, because the Company typically bears the cost of shipment to its
customers, any increase in shipping rates could adversely affect the Company's
operating results. The Company manufactured approximately 55% of all garments
which it placed in service in fiscal 1997. The balance of garments used in the
Company's programs are purchased from a variety of industry suppliers. The
Company currently acquires the raw materials with which it produces its garments
from a limited number of suppliers. If the Company were to experience difficulty
obtaining any of its raw materials from such suppliers and was unable to obtain
new materials or supplies from other industry suppliers, it could adversely
affect the Company's results of operations. See "Business -- Manufacturing and
Sourcing."

VOLATILITY OF STOCK PRICE

The Common Stock's market price has experienced and can be expected to
continue to experience significant volatility. Such volatility may be caused by
fluctuations in the Company's operating results, changes in earnings estimated
by investment analysts, the number of shares of Common Stock traded each day,
the degree of success the Company achieves in implementing its business and
growth strategies, changes in business or regulatory conditions affecting the
Company, its customers or its competitors, and other factors. In addition, the
New York Stock Exchange historically has experienced extreme price and volume
fluctuations that often have been unrelated to, or disproportionate to, the
operating performance of its listed companies. These fluctuations, as well as
general economic, political and market conditions, may adversely affect the
market price of the Common Stock. There can be no assurance that the market
price of the Common Stock will not decline below the price at which shares of
Common Stock are offered hereby.

DEPENDENCE ON SENIOR MANAGEMENT; ABILITY TO ATTRACT AND RETAIN QUALITY PERSONNEL

The Company's success is largely dependent on the skills, experience and
efforts of its senior management and certain other key personnel. See
"Management." If, for any reason, one or more senior executives or key personnel
were not to remain active in the Company, the Company's results of operations
could be adversely affected. The Company's future success also depends upon its
ability to attract and retain qualified managers and technical and marketing
personnel, as well as sufficient numbers of hourly workers. There is competition
in the market for the services of such qualified personnel and hourly workers
and the Company's failure to attract and retain such personnel or workers could
adversely affect the Company's results of operations.

8
<PAGE> 9

CONTROL BY EXISTING STOCKHOLDERS

Following the sale of the shares offered hereby, Mr. Aldo Croatti, the
Selling Stockholder, will own 8,199,060 shares of Class B Common Stock, which
will represent approximately 40.0% of the aggregate number of outstanding shares
of Common Stock and Class B Common Stock, and approximately 70.7% of the
combined voting power of the outstanding shares of Common Stock and Class B
Common Stock. In addition, following such sale, other members of the Selling
Stockholder's family will beneficially own in the aggregate 677,778 shares of
Common Stock and 2,406,404 shares of Class B Common Stock, which will represent
approximately 15.0% of the aggregate number of outstanding shares of Common
Stock and Class B Common Stock, and approximately 21.3% of the combined voting
power of the outstanding shares of Common Stock and Class B Common Stock.
Holders of the Class B Common Stock are entitled to 10 votes per share, while
holders of the Common Stock are entitled to one vote per share. As a result, the
Selling Stockholder, acting individually or with other family members, could
effectively control most matters requiring approval by the stockholders of the
Company, including the election of a majority of the directors. This voting
control, together with certain provisions of the Company's By-laws and Restated
Articles of Organization, could have the effect of delaying, deferring or
preventing a change in control of the Company. See "Description of Capital
Stock."

INFORMATION SYSTEMS; YEAR 2000

The Company has made a substantial investment in its information systems
and intends to spend significant amounts on its information systems in the
future. In particular, the Company is currently evaluating the programming code
in its existing computer and software systems as the millennium ("Year 2000")
approaches. The issue with respect to Year 2000 is whether systems will properly
recognize date sensitive information when the year changes to 2000. Systems that
do not properly recognize such information could generate erroneous data or
cause complete system failures. The Company believes that its account management
software system, which it recently developed, and the software systems being
installed at its Owensboro, Kentucky facility are Year 2000 compliant. However,
the Company is evaluating its other systems and expects that it may need to
upgrade or replace certain of them, including its general ledger, accounts
payable and payroll interface software systems, to handle the rollover into the
Year 2000. The Company has not yet quantified the anticipated costs of
addressing Year 2000 issues. There can be no assurance that the Year 2000
problem will not have a material adverse effect on the results of operations of
the Company.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Forward looking statements contained in this Prospectus are subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995 and
are highly dependent upon a variety of important factors that could cause actual
results to differ materially from those reflected in such forward looking
statements. The factors include those indicated in "Risk Factors" above, as well
as the risks and uncertainties relating to the Company's possible change in its
amortization policy for its garments and the timing of the completion of, and
commencement of operations at, its new Owensboro, Kentucky distribution
facility. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Overview." The Company's results of operations could
also be affected by its ability to control manufacturing and operating costs.
When used in this document and documents referenced herein, the words "intend,"
"anticipate," "believe," "estimate," and "expect" and similar expressions as
they relate to the Company are included to identify such forward looking
statements.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. See "Principal and Selling Stockholders."

9
<PAGE> 10

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is listed on the New York Stock Exchange under the symbol
"UNF." The following table sets forth, for the fiscal quarters indicated, the
high and low closing prices of the Common Stock as reported on the New York
Stock Exchange and the dividends paid on the Common Stock and Class B Common
Stock during such periods:

<TABLE>
<CAPTION>
DIVIDENDS PER SHARE
PRICE PER SHARE -------------------
-------------------- CLASS B
HIGH LOW COMMON COMMON
---- --- ------- ------
<S> <C> <C> <C> <C>
Fiscal Year Ended August 1996
First Quarter.................................. $15.625 $13.500 $0.020 $0.025
Second Quarter................................. 19.125 15.125 0.020 0.025
Third Quarter.................................. 25.250 17.875 0.024 0.030
Fourth Quarter................................. 23.000 19.250 0.024 0.030
Fiscal Year Ended August 1997
First Quarter.................................. $21.750 $18.250 $0.024 $0.030
Second Quarter................................. 23.000 20.125 0.024 0.030
Third Quarter.................................. 21.125 18.750 0.024 0.030
Fourth Quarter................................. 25.500 18.875 0.024 0.030
Fiscal Year Ending August 1998
First Quarter.................................. $25.813 $22.250 $0.024 $0.030
Second Quarter................................. 28.063 24.563 0.024 0.030
Third Quarter (through March 17, 1998)......... 28.750 26.813
</TABLE>

On March 17, 1998, the closing price of the Common Stock as reported on the
New York Stock Exchange was $28.75 per share. As of February 9, 1998, there were
approximately 163 holders of record of the Common Stock and 19 holders of record
of the Class B Common Stock. The Company believes that the number of beneficial
owners of the Common Stock is substantially greater than the number of record
holders because a large portion of the Common Stock is held of record in broker
"street names."

The Company has paid regular quarterly dividends since 1983 and intends to
continue such policy subject to, among other factors, its earnings, financial
condition and capital requirements. No dividends will be payable unless declared
by the Board of Directors and then only to the extent funds are legally
available for the payment of such dividends. In the event that the Board pays a
dividend, the Common Stock must receive a dividend equal to no less than 125% of
any dividend paid on the Class B Common Stock. See "Description of Capital
Stock." On January 13, 1998, the Board of Directors of the Company declared a
quarterly dividend of $.03 and $.024 per share on the Common Stock and Class B
Common Stock, respectively, payable on April 1, 1998 to stockholders of record
on March 11, 1998.

10
<PAGE> 11

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data for the
Company. The selected data presented below for, and as of the end of, each of
the fiscal years in the five-year period ended August 30, 1997, are derived from
the Company's consolidated financial statements, which consolidated financial
statements have been audited by Arthur Andersen LLP, independent public
accountants. The selected data presented below for, and as of the end of, the
quarterly periods ended November 30, 1996 and November 29, 1997, are derived
from the Company's unaudited consolidated financial statements which have been
prepared on the same basis as the audited consolidated financial statements,
and, in the opinion of management, reflect all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the financial
position of the Company at such dates and its results of operations for such
periods. The results of operations for any interim period are not necessarily
indicative of the results to be expected for an entire fiscal year or any other
interim period. This information should be read in conjunction with the
consolidated financial statements and notes thereto incorporated by reference
into this Prospectus and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere herein.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEAR ENDED AUGUST(1) NOVEMBER(1)
-------------------------------------------------------- --------------------
1993 1994 1995 1996 1997 1996 1997
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues..................... $287,728 $318,039 $355,041 $391,794 $419,093 $103,976 $112,402
Costs and expenses:
Operating costs.......... 173,772 196,511 222,205 240,672 256,896 62,120 66,325
Selling and
administrative
expenses............... 66,757 71,159 79,111 89,393 91,810 23,520 25,397
Depreciation and
amortization........... 16,454 17,912 19,194 20,814 23,386 5,547 6,308
-------- -------- -------- -------- -------- -------- --------
256,983 285,582 320,510 350,879 372,092 91,187 98,030
-------- -------- -------- -------- -------- -------- --------
Income from operations....... 30,745 32,457 34,531 40,915 47,001 12,789 14,372

Interest expense (income):
Interest expense......... 2,889 2,726 2,963 2,659 2,351 585 651
Interest income.......... (220) (213) (176) (261) (233) (70) (70)
-------- -------- -------- -------- -------- -------- --------
2,669 2,513 2,787 2,398 2,118 515 581
-------- -------- -------- -------- -------- -------- --------
Income before income taxes... 28,076 29,944 31,744 38,517 44,883 12,274 13,791
Provision for income taxes... 10,387 11,073 11,110 13,855 16,160 4,419 4,965
-------- -------- -------- -------- -------- -------- --------
Net income................... $ 17,689 $ 18,871 $ 20,634 $ 24,662 $ 28,723 $ 7,855 $ 8,826
======== ======== ======== ======== ======== ======== ========
Net income per share......... $ 0.86 $ 0.92 $ 1.01 $ 1.20 $ 1.40 $ 0.38 $ 0.43
Weighted average number of
shares outstanding......... 20,453 20,506 20,511 20,511 20,511 20,511 20,511

BALANCE SHEET DATA (AT PERIOD END)
Working capital.............. $ 19,241 $ 27,957 $ 31,501 $ 38,650 $ 37,614 $ 38,886 $ 40,086
Total assets................. 219,064 250,160 272,691 302,378 339,626 311,469 353,781
Total debt................... 32,231 41,602 36,376 39,365 40,837 34,991 42,704
Total shareholders' equity... 132,723 149,472 168,596 191,109 217,192 198,494 225,150
</TABLE>

- ---------------

(1) The Company's fiscal year ends on the last Saturday in August, and the
Company's first fiscal quarter ends on the last Saturday in November.

11
<PAGE> 12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company was founded in 1936 and currently services over 100,000
customer locations in 45 states, Canada and Europe from 125 service locations
and distribution centers. The Company has historically grown through a
combination of internal growth at its existing locations, new location start-ups
and acquisitions. The Company has financed its new location start-ups and
acquisitions principally with internally generated cash flow and unsecured
borrowings. Since the beginning of fiscal 1993, the Company has acquired
numerous businesses, including 10 which had annual revenues of more than $1.0
million at the time of purchase. The Company focuses on increasing revenues and
profitability across its locations through investments in sales force personnel
and training, information systems, facilities and equipment designed to improve
asset utilization, and targeted marketing efforts. From fiscal 1995 to fiscal
1997, the Company's revenues grew at a compound annual rate of 8.6%, from $355
million to $419 million. During the same period, earnings per share grew at a
compound annual rate of 17.7%, from $1.01 per share to $1.40 per share. The
Company achieved this higher rate of earnings per share growth through the
realization of operating efficiencies and cost controls that enabled the Company
to increase its operating margins from 9.7% in fiscal 1995 to 11.2% in fiscal
1997.

The Company's principal business is the rental and servicing of workplace
uniforms and protective clothing and non-garment items, such as industrial
wiping products, floormats and mops. The Company typically serves its customers
pursuant to written service contracts that range in duration from three to five
years. For fiscal 1995, 1996 and 1997, the Company's garment rental operations
produced approximately 67%, 67% and 68%, respectively, of its revenues, and the
rental of non-garment items accounted for 22%, 23% and 22% of revenue in each of
those years. At certain specialized facilities, the Company also decontaminates
and cleans work clothes which may have been exposed to radioactive materials and
services special cleanroom protective wear. The Company's specialized garment
services business produced approximately 8%, 7% and 7% of its revenues for
fiscal 1995, 1996 and 1997, respectively. In addition, the Company sells a full
range of garments and other items directly to customers. These sales accounted
for 3% of the Company's revenues in each of fiscal 1995, 1996 and 1997. The
Company's policy is to recognize revenues when the actual services are provided
to customers. Customers are generally invoiced on a weekly basis.

The Company is in the process of constructing a new 310,000 square foot
distribution center in Owensboro, Kentucky which the Company intends to complete
in late fiscal 1998. The Company has expended approximately $25.0 million to
date on this facility, including approximately $6.2 million on information
systems hardware and software, and estimates that it will expend an additional
$1.8 million, including approximately $1.0 million on information systems
hardware and software, to complete the facility. During a transition period
following its completion, certain of the operations at this new facility will
duplicate operations at other Company locations resulting in increased operating
costs. Following this transition period, the Company intends to consolidate its
two existing distribution facilities into the Owensboro distribution facility.
Following such consolidation, substantially all of the Company's distribution
and direct sales operations will be conducted from this facility. See "Risk
Factors -- Management of Growth; New Distribution Facility."

The Company intends to invest approximately $4.5 million during the
remainder of fiscal 1998 on information systems hardware and software to upgrade
certain of its Company-wide systems. The Company's systems expenditures will
increase the Company's depreciation expense as compared to prior years.

The Company is currently considering implementing in its fiscal 1998 fourth
quarter an increased amortization period for most garments placed in service
from 12 months to 15 months, which is more consistent with their respective
useful life. The Company believes that most of the Company's principal
publicly-held competitors amortize their garments over an average of 15 to 18
months.

12
<PAGE> 13

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
of revenues represented by each line item in the Company's consolidated
statements of income together with the percentage change in such items compared
to the same period in the prior fiscal year. There can be no assurance that the
indicated trends in revenue growth or operating results will continue in the
future.

<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUES PERCENTAGE INCREASE (DECREASE)
------------------------------------- --------------------------------------
THREE
FISCAL YEAR ENDED MONTHS ENDED THREE
AUGUST(1) NOVEMBER(1) MONTHS ENDED
--------------------- ------------- 1996 VS 1997 VS NOVEMBER(1)
1995 1996 1997 1996 1997 1995 1996 1997 VS 1996
----- ----- ----- ----- ----- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.................... 100.0% 100.0% 100.0% 100.0% 100.0% 10.4% 7.0% 8.1%
Costs and expenses:
Operating costs........ 62.6 61.5 61.3 59.8 59.0 8.3 6.7 6.8
Selling and
administrative
expenses............. 22.3 22.8 21.9 22.6 22.6 13.0 2.7 8.0
Depreciation and
amortization......... 5.4 5.3 5.6 5.3 5.6 8.4 12.4 13.7
----- ----- ----- ----- -----

Income from operations...... 9.7 10.4 11.2 12.3 12.8 18.5 14.9 12.4
Net interest expense........ 0.8 0.6 0.5 0.5 0.5 (14.0) (11.7) 12.8
----- ----- ----- ----- -----

Income before income
taxes..................... 8.9 9.8 10.7 11.8 12.3 21.3 16.5 12.4
Provision for income
taxes..................... 3.1 3.5 3.8 4.2 4.4 24.7 16.6 12.4
----- ----- ----- ----- -----
Net income.................. 5.8% 6.3% 6.9% 7.6% 7.9% 19.5% 16.5% 12.4%
===== ===== ===== ===== =====
</TABLE>

- ---------------

(1) The Company's fiscal year ends on the last Saturday in August, and the
Company's first fiscal quarter ends on the last Saturday in November.

FISCAL QUARTER ENDED NOVEMBER 29, 1997 COMPARED WITH FISCAL QUARTER ENDED
NOVEMBER 30, 1996

Revenues. Fiscal 1998 first quarter revenues increased $8.4 million or
8.1% over the fiscal 1997 first quarter. This increase can be attributed to
growth from existing operations (6.1%), acquisitions (1.0%) and price increases
(1.0%). Growth from existing operations was primarily from the conventional
uniform rental business and to a lesser extent from the Company's nuclear
garment services business. The Company completed three acquisitions (two in
Massachusetts in February and August 1997 and one in Vancouver, British Columbia
in April 1997) that contributed to the increase in its revenues for the first
quarter of fiscal 1998.

Operating Costs. Operating costs increased to $66.3 million for the first
quarter of fiscal 1998 as compared with $62.1 million for the same period of
fiscal 1997 as a result of costs associated with increased revenues, but
declined to 59.0% from 59.8% as a percentage of revenues for these periods. The
improvement in operating costs as a percentage of revenues was due primarily to
the Company's ongoing focus on controlling costs.

Selling and Administrative Expenses. The Company's selling and
administrative expenses increased to $25.4 million for the first quarter of
fiscal 1998 as compared with $23.5 million for the same period in fiscal 1997
primarily due to increased sales personnel and other costs to support the
Company's increased revenues. The Company's selling and administrative expenses
as a percentage of revenues remained stable at 22.6% for both periods.

Depreciation and Amortization. The Company's depreciation and amortization
expense increased to $6.3 million, or 5.6% of revenues, for the first quarter of
fiscal 1998 as compared with $5.5 million, or 5.3% of revenues, for the same
period in fiscal 1997. This increase was due primarily to increased capital
expenditures for new facility openings and renovations.

13
<PAGE> 14

Net Interest Expense. Net interest expense was $581,000 in the first
quarter fiscal of 1998 as compared to $515,000 in the same period of fiscal
1997. The increase is attributable primarily to higher debt levels in fiscal
1998. Net interest expense was 0.5% of revenues for each period.

Income Taxes. The Company's effective income tax rate was 36.0% in both
periods.

FISCAL YEAR ENDED AUGUST 30, 1997 COMPARED WITH FISCAL YEAR ENDED AUGUST 31,
1996

Revenues. In 1997 revenues increased 7.0% to $419.1 million as compared
with $391.8 million for 1996. This increase can be attributed to growth from
existing operations (5.5%), acquisitions (2.4%) and price increases (1.0%),
offset by one week less of revenue in 1997 (1.9%). Growth from existing
operations was primarily from the conventional rental business. The increase in
revenues attributable to acquisitions primarily resulted from three 1996
acquisitions made in California, Michigan and Oklahoma.

Operating Costs. Operating costs increased to $256.9 million for 1997 as
compared with $240.7 million for 1996 as a result of costs associated with
increased revenues. The Company's operating costs as a percentage of revenues
decreased slightly to 61.3% in 1997 from 61.5% in 1996.

Selling and Administrative Expenses. The Company's selling and
administrative expenses increased to $91.8 million for 1997 as compared with
$89.4 million in 1996, but declined to 21.9% of revenues in 1997 from 22.8% of
revenues in 1996. The increase in selling and administrative expense was
primarily attributable to commissions and other costs associated with increased
staffing levels to support the expansion of the Company's business throughout
the period. The decrease in selling and administrative expense as a percentage
of the revenues was primarily due to reduced professional services and
consulting fees.

Depreciation and Amortization. The Company's depreciation and amortization
expense increased to $23.4 million, or 5.6% of revenues, for 1997 as compared
with $20.8 million, or 5.3% of revenues, for 1996. This increase in depreciation
and amortization expense as a percentage of revenues was due primarily to
increased capital expenditures to expand and update Company facilities in 1997.

Net Interest Expense. Net interest expense declined to $2.1 million, or
0.5% of revenues, in 1997 as compared to $2.4 million, or 0.6% of revenues, in
1996. The decrease is attributable to lower interest rates.

Income Taxes. The Company's effective income tax rate was 36.0% in both
1997 and 1996.

FISCAL YEAR ENDED AUGUST 31, 1996 COMPARED WITH FISCAL YEAR ENDED AUGUST 26,
1995

Revenues. In 1996 revenues increased 10.4% to $391.8 million as compared
with $355.0 million for 1995. This increase can be attributed to growth from
existing operations (5.8%), an extra week of revenue (1.9%), acquisitions (1.7%)
and price increases (1.0%). Growth from existing operations was primarily from
the conventional rental business. The increase in revenues from acquisitions
primarily resulted from two 1995 acquisitions in Tennessee and Calgary, Alberta.

Operating Costs. Operating costs increased to $240.7 million for 1996 as
compared with $222.2 million for 1995 as a result of costs associated with
increased revenues, but declined to 61.5% from 62.6% as a percentage of revenues
for these periods. The decline in operating costs as a percentage of revenues
was due primarily to improved uniform merchandise utilization. Offsetting the
merchandise improvement were lower comparative contributions from the nuclear
garment services business.

Selling and Administrative Expenses. The Company's selling and
administrative expenses increased to $89.4 million, or 22.8% of revenues, for
1996 as compared with $79.1 million, or 22.3% of revenues, for 1995. The
increase in selling and administrative expense was primarily attributable to
commissions and other costs associated with increased staffing levels to support
expansion of the Company's business throughout the period and increased
professional services and consulting fees.

Depreciation and Amortization. The Company's depreciation and amortization
expense increased to $20.8 million for 1996 as compared with $19.2 million for
1995, but declined slightly as a percentage of

14
<PAGE> 15

revenues to 5.3% for 1996 from 5.4% for 1995. The increase in depreciation and
amortization expense was primarily due to increased capital expenditures to
expand and update Company facilities.

Net Interest Expense. Net interest expense declined to $2.4 million, or
0.6% of revenues, in 1996, as compared to $2.8 million, or 0.8% of revenues, in
1995. The decline is attributable to lower average debt levels and lower
interest rates during 1996.

Income Taxes. The Company's effective income tax rate was 36.0% in 1996
and 35.0% in 1995. The increase is due primarily to reduced benefits from a
corporate-owned life insurance program and higher state income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Shareholders' equity at November 29, 1997 was $225.2 million, or 84.1% of
total capitalization.

Net cash provided by operating activities was $55.8 million in fiscal 1997
and totaled $139.8 million for the three years ended August 30, 1997. These cash
flows were used primarily to fund $99.0 million in capital expenditures to
expand and update Company facilities, including construction of new facilities
in Owensboro, Kentucky; Atlanta, Georgia; Pompano Beach, Florida; Corpus
Christi, Texas; Ontario, California; and Coevorden, The Netherlands.
Additionally, $32.8 million was used for acquisitions during this three year
period. Net cash provided by operating activities was $13.4 million for the
three months ended November 29, 1997, which was primarily used to fund capital
expenditures of $12.8 million, and dividends of $540,000. The Company estimates
that its capital expenditures for fiscal 1998 will approximate $45 million,
consisting of $22 million for machinery and equipment, $10 million for new
software and systems, $8 million for building improvements, and $5 million for
vehicles.

The Company had $4.2 million in cash and $24.7 million available on its $60
million unsecured line of credit with two banks as of November 29, 1997. Under
the line of credit, the Company may borrow funds at variable interest rates
based on the LIBOR rate or the bank's money market rate, as selected by the
Company. The Company believes its generated cash from operations and the
Company's borrowing capacity will adequately cover its foreseeable capital
requirements.

15
<PAGE> 16

SEASONALITY AND SELECTED QUARTERLY OPERATING RESULTS

The following table sets forth certain information derived from the
Company's unaudited quarterly consolidated statements of income. The unaudited
quarterly information has been prepared on the same basis as the annual
financial information and, in management's opinion, reflects all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the information for the periods presented. Historically, the
Company's revenues and operating results have varied from quarter to quarter and
are expected to continue to fluctuate in the future. These fluctuations have
been due to a number of factors, including: general economic conditions in the
Company's markets; the timing of acquisitions and of commencing start-up
operations and related costs; the effectiveness of integrating acquired
businesses and start-up operations; the timing of nuclear plant outages; capital
expenditures; seasonal rental and purchasing patterns of the Company's
customers; and price changes in response to competitive factors. In addition,
the Company's operating results historically have been lower during the second
and fourth fiscal quarters than during the other quarters of the fiscal year.
The operating results for any historical quarter are not necessarily indicative
of the results to be expected for an entire fiscal year or any other interim
periods. See "Risk Factors -- Seasonality and Quarterly Fluctuations."

<TABLE>
<CAPTION>
1998
QUARTER
1996 QUARTERS ENDED 1997 QUARTERS ENDED ENDED
---------------------------------------- ----------------------------------------- --------
NOV. 25, MAR. 2, JUNE 1, AUG. 31, NOV. 30, MAR. 1, MAY 31, AUG. 30, NOV. 29,
1995 1996 1996 1996 1996 1997 1997 1997 1997
-------- -------- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues.................... $95,413 $100,825 $98,554 $ 97,002 $103,976 $102,064 $107,124 $105,929 $112,402
Costs and expenses:
Operating costs......... 57,577 63,604 59,339 60,152 62,120 64,218 65,905 64,653 66,325
Selling and
administrative
expenses.............. 21,754 23,907 22,868 20,864 23,520 23,033 23,123 22,134 25,397
Depreciation and
amortization.......... 4,905 5,093 5,340 5,476 5,547 5,645 5,969 6,225 6,308
------- -------- ------- ------- -------- -------- -------- -------- --------
84,236 92,604 87,547 86,492 91,187 92,896 94,997 93,012 98,030
------- -------- ------- ------- -------- -------- -------- -------- --------
Income from operations...... 11,177 8,221 11,007 10,510 12,789 9,168 12,127 12,917 14,372

Interest expense (income):
Interest expense........ 665 574 755 665 585 566 641 559 651
Interest income......... (66) (65) (61) (69) (70) (36) (49) (78) (70)
------- -------- ------- ------- -------- -------- -------- -------- --------
599 509 694 596 515 530 592 481 581
------- -------- ------- ------- -------- -------- -------- -------- --------
Income before income
taxes..................... 10,578 7,712 10,313 9,914 12,274 8,638 11,535 12,436 13,791
Provision for income
taxes..................... 3,808 2,776 3,713 3,558 4,419 3,109 4,153 4,479 4,965
------- -------- ------- ------- -------- -------- -------- -------- --------
Net income.................. $ 6,770 $ 4,936 $ 6,600 $ 6,356 $ 7,855 $ 5,529 $ 7,382 $ 7,957 $ 8,826
======= ======== ======= ======= ======== ======== ======== ======== ========
Net income per share........ $ 0.33 $ 0.24 $ 0.32 $ 0.31 $ 0.38 $ 0.27 $ 0.36 $ 0.39 $ 0.43
Weighted average number of
shares outstanding........ 20,511 20,511 20,511 20,511 20,511 20,511 20,511 20,511 20,511
</TABLE>

INFORMATION SYSTEMS; YEAR 2000

The Company has made a substantial investment in its information systems
and intends to spend significant amounts on its information systems in the
future. In particular, the Company is currently evaluating Year 2000 issues
concerning the ability of systems to properly recognize date sensitive
information when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause complete
system failures. The Company believes that its account management software
system, which it recently developed, and the software systems being installed at
its Owensboro, Kentucky facility are Year 2000 compliant. However, the Company
is evaluating its other systems and expects that it may need to upgrade or
replace certain of them, including its general ledger, accounts payable and
payroll interface software systems, to handle the rollover into the Year 2000.
The Company has not yet quantified the anticipated costs of addressing Year 2000
issues. There can be no assurance that the Year 2000 problem will not have a
material adverse effect on the results of operations of the Company.

16
<PAGE> 17

EFFECTS OF INFLATION

Inflation has had the effect of increasing the reported amounts of the
Company's revenues and costs. The Company uses the last-in, first-out (LIFO)
method to value a significant portion of inventories. This method tends to
reduce the amount of income due to inflation included in the Company's results
of operations. The Company believes that, through increases in its prices and
productivity improvements, it has been able to recover increases in costs and
expenses attributable to inflation.

17
<PAGE> 18

BUSINESS

GENERAL

INDUSTRY OVERVIEW

The Company believes that the uniform industry's overall growth has
resulted from increasing numbers of companies choosing to outfit their employees
in uniforms in order to foster greater company identity, enhance their corporate
image and improve employee safety, productivity and morale. The Company also
believes that growth in the rental segment of the industry in particular will
continue as businesses that might otherwise purchase uniforms realize the
greater control, simplified administration and improved economics that uniform
rental service programs offer. Additionally, the Company believes that the trend
in the United States toward a more service-oriented economy will increase the
overall demand for uniforms as businesses recognize the importance of appearance
and image for people in positions that interact with the public.

The Company believes that the top five companies in the uniform rental
segment of the industry currently generate over half of the industry's volume.
The remainder is divided among more than 600 smaller businesses, many of which
serve one or a limited number of markets or geographic service areas and
generate annual revenues of less than $1.0 million, and a small group of which
have revenues of up to approximately $200 million. The uniform rental industry
has experienced significant consolidation in recent years. The Company believes
that ownership succession issues, the ongoing cost of complying with
environmental regulations and the increase in the number of companies purchasing
services through national vendors rather than on a local or regional basis will
present well-capitalized firms, such as the Company, with significant
opportunities for consolidation and further expansion.

18
<PAGE> 19

BUSINESS STRATEGY

The Company seeks to enhance its position as one of the nation's leading
providers of uniforms and protective clothing by building on its core
competitive strengths, which include the following:

- Maintain Client and Geographic Diversification and Multi-Year Client
Relationships. The Company believes that the geographic reach of its
operations and the economic diversity of its client base not only allow
it to offer outstanding service to clients on a nationwide basis but also
to reduce the effects of regional economic downturns. The Company
currently serves more than 100,000 customer locations in 45 states,
Canada and Europe from 125 service facilities and distribution centers.
During each of the past five years, no single customer accounted for more
than 1% of the Company's revenues. The Company typically serves its
customers pursuant to written service contracts that range in duration
from three to five years.

- Provide Superior Customer Service. The Company seeks to distinguish
itself from its principal competitors through its superior customer
service. The Company serves its customers through approximately 925 route
salespersons, who generally interact on a weekly basis with their
accounts, and more than 500 service support people, who are charged with
expeditiously handling customer requirements regarding the outfitting of
new customer employees, garment repair and replacement, billing inquiries
and other matters. The Company's policy is to respond to all customer
inquiries and problems within 24 hours. In addition, the Company offers
its customers a range of garment service options, including full-service
rental programs in which garments are cleaned and maintained by the
Company, leasing programs in which garments are cleaned and maintained by
individual employees and direct sales of garments and related items.
Because the Company designs and manufactures its own uniforms and
protective clothing, it can produce custom garment programs for its
larger customers, offer a diverse range of such designs within its
standard line of garments, and better control the quality, price and
speed at which it produces such garments.

- Invest in Advanced Systems and Facilities. The Company's investments in
systems and facilities enhance the Company's customer service, sales,
marketing, inventory control and finance functions and enable the Company
to effectively manage its geographically dispersed operations. The
Company's proprietary management information systems are fully-networked
between the Company's branch locations and its corporate headquarters.
These systems provide Company personnel with access to information on the
status of customers' orders, customers' specific uniform needs and usage
patterns, inventory availability and shipping information. In addition,
by the end of fiscal 1998, the Company expects to complete construction
of its 310,000 square foot Owensboro, Kentucky distribution center, which
the Company believes will be one of the largest and most advanced garment
distribution facilities in the industry. The Company expects that this
new facility will enable it to streamline its distribution and inventory
control systems and provide it with the operational capacity to expand
its direct sales business. See "Risk Factors -- Management of Growth; New
Distribution Facility." The Company intends to continue to make
significant investments in its management information systems and
facilities in the future. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Information Systems;
Year 2000."

The Company intends to continue to grow its business by focusing on the
following strategies:

- Pursue Internal Growth Initiatives. The Company plans to achieve
internal growth through new market start-ups, the expansion of sales
routes, targeted marketing efforts, increased sales to existing customers
and direct sales. The Company seeks to obtain new business by extending
its sales efforts into contiguous market areas that can be serviced from
an existing Company facility. Upon reaching threshold revenue levels in a
new market area, the Company may then opt to construct or lease a
customer service facility to support this developing business. In
addition, the Company has initiated operations, including constructing
new facilities, in market areas not yet serviced by existing facilities.
During fiscal 1997, the Company launched start-up operations in San
Francisco, California, New Orleans, Louisiana, Evansville, Indiana and
Savannah, Georgia, and since 1992 has opened 13 service facilities in new
or contiguous markets. The Company employs more than 300 trained sales

19
<PAGE> 20
representatives whose sole function is to market the Company's services
to potential customers and develop new accounts. The Company also
utilizes its route salespeople to maximize sales to existing customers,
such as by offering uniform rental customers the opportunity to purchase
non-garment items. In recent years, the Company has established a
national account sales organization to target larger customers with
nationwide operations for which the Company can serve as the primary
supplier of garment services and has increased its emphasis on its direct
sales of uniforms and specialized garments, both to its existing
customers and in its business development efforts. When completed, the
Company's 310,000 square foot Owensboro, Kentucky facility will not only
enhance the Company's ability to service national accounts but will have
space dedicated to its direct sales efforts that will enable the Company
to expand its presence in this segment.

- Leverage the Customer Base. The Company intends to continue leveraging
its excellent service relationship with its uniform rental customers by
offering such customers additional non-garment items, such as industrial
wiping products, floormats and mops, and related services. The Company
also offers such customers the opportunity to make direct purchases of
uniforms and accessories. The Company intends to evaluate possible new
product categories which, though not directly textile related, represent
product or service needs that customers currently purchase from other
sources but that could be readily made available by the Company.

- Expand Through Acquisitions. The Company seeks to acquire uniform
service businesses that have established customer bases, excellent
service reputations, and the size and quality of operations necessary to
serve as the Company's base for expansion in a new market or that can
help grow its operations in an existing market. Since the beginning of
fiscal 1993, the Company has acquired numerous businesses, including 10
which had annual revenues of more than $1.0 million at the time of
purchase. The uniform rental industry has experienced significant
consolidation in recent years. The Company believes that ownership
succession issues, the ongoing cost of complying with environmental
regulations and the increase in the number of companies purchasing
services through national vendors rather than on a local or regional
basis will present well-capitalized firms, such as the Company, with
significant opportunities for consolidation and further expansion.

- Develop Existing and New Niche Businesses. The Company intends to
develop additional niche businesses to complement its specialized garment
business, which today include its nuclear decontamination and clean-room
garment services. The Company's current niche operations include
Interstate Nuclear Services in the garment decontamination area, UniClean
Cleanroom Services in the manufacturing process protection, aerospace and
biotechnology areas, and Specialty Uniform in the custom care clothing
area. To further its nuclear garment services business, the Company has
shifted its customer focus away from domestic nuclear energy generation
facilities towards long-term United States Department of Energy contracts
and has entered the European market, where reliance on nuclear power
plants for energy generation is much greater than in the United States.
The Company also continues to develop its specialized cleanroom
protective wear service by expanding geographic coverage from its current
cleanroom sites on the West Coast and New England and by undertaking
detailed site surveys for the establishment of additional processing
centers. In the custom care clothing area, the Company is working to
increase market penetration from its Los Angeles and Boston facilities
and is actively evaluating major markets for possible additional
facilities. The Company continues to evaluate other niche businesses
which could capitalize on the Company's branch network and customer
service orientation.

PRODUCTS AND SERVICES

The Company provides its customers with personalized workplace uniforms and
protective work clothing in a broad range of styles, colors, sizes and fabrics.
The Company's uniform products include shirts, pants, jackets, coveralls,
jumpsuits, smocks, aprons and specialized protective wear, such as garments for
use in radioactive and clean room environments and fire retardant garments. The
Company also offers non-garment items and services, such as industrial wiping
products, floormats, mop dust-control service and other textile

20
<PAGE> 21

products. At certain specialized facilities, the Company also decontaminates and
cleans clothes which may have been exposed to radioactive materials and services
special cleanroom protective wear.

The Company offers its customers a range of garment service options,
including full-service rental programs in which garments are cleaned and
serviced by the Company and lease programs in which garments are cleaned and
maintained by individual employees, as well as the opportunity to purchase
garments and related items directly. As part of its rental business, the Company
picks up a customer's soiled uniforms or other items on a periodic basis
(usually weekly) and delivers at the same time cleaned and processed replacement
items. The Company's centralized services, specialized equipment and economies
of scale generally allow it to be more cost effective in providing garment
services than customers could be by themselves, particularly those customers
with high employee turnover rates. The Company's uniform program is intended not
only to help its customers foster greater company identity, but to enhance their
corporate image and improve employee safety, productivity and morale. The
Company typically serves its customers pursuant to written service contracts
that range in duration from three to five years.

CUSTOMERS

The Company serves businesses of all sizes in numerous industry categories.
Typical customers include automobile service centers and dealers, delivery
services, food and general merchandise retailers, food processors and service
operations, light manufacturers, maintenance facilities, restaurants, service
companies, soft and durable goods wholesalers, transportation companies, and
others who require employee clothing for image, identification, protection or
utility purposes. Among the largest customers of the Company's conventional
uniform rental business are divisions, units, regional operations or franchised
agencies of such major organizations as General Electric Company, Honda
(Canada), The Coca-Cola Company, Speedy Muffler King, Wal-Mart Stores, Inc. and
E.I. du Pont de Nemours and Company. The Company currently services over 100,000
customer locations in 45 states, Canada and Europe from approximately 125
service locations and distribution centers. For fiscal 1995, 1996 and 1997, the
Company's garment rental operations produced approximately 67%, 67% and 68%,
respectively, of its revenues, while non-garment rentals accounted for 22%, 23%
and 22%, the specialized garment services business accounted for approximately
8%, 7% and 7%, and direct sales of garments accounted for 3%, of the Company's
revenues during each such period. During the past five years, no single customer
accounted for more than 1% of total revenues in any year.

MARKETING AND CUSTOMER SERVICE

The Company employs more than 300 trained sales representatives whose sole
function is to market the Company's services to potential customers and develop
new accounts. The Company also utilizes its route salespeople to maximize sales
to existing customers, such as by offering garment rental customers the
opportunity to purchase non-garment items. Potential customers are contacted by
mail, by telephone and in-person. Sales representatives develop their
appointments through the use of an extensive, proprietary database of
pre-screened and qualified business prospects. This database is built through
responses to the Company's promotional initiatives, through contacts via its
World Wide Web site and trade shows and through the selective use of purchased
lists. The Company also endeavors to elevate its brand identity through certain
advertising and promotional initiatives, including the sponsorship of a NASCAR
auto racing team.

The Company believes that customer service is the most important element in
developing and maintaining its market position and that its emphasis on customer
service is reflected throughout its business. The Company serves its customers
through approximately 925 route salespersons, who generally interact on a weekly
basis with their accounts, and more than 500 service support people, who are
charged with expeditiously handling customer requirements regarding the
outfitting of new customer employees, garment repair and replacement, billing
inquiries and other matters. The Company's policy is to respond to all customer
inquiries and problems within 24 hours.

The Company's customer service function is supported by its fully-networked
management information systems, which provide Company personnel with access to
information on the status of customers' orders, inventory availability and
shipping information, as well as information regarding customers' individual

21
<PAGE> 22

employees, including names, sizes, uniform styles and colors. The Company has
recently established a national account sales group that targets larger
customers with nationwide operations for which the Company can serve as the
primary supplier of garment services. The Company currently employs four persons
in its national account sales organization and it intends to expand this group
as it becomes more established.

COMPETITION

The uniform rental and sales industry is highly competitive. The Company
believes that the top five companies in the uniform rental segment of the
industry currently generate over half of the industry's volume. The remainder of
the market, however, is divided among more than 600 smaller businesses, many of
which serve one or a limited number of markets or geographic service areas and
generate annual revenues of less than $1.0 million, and a small group of which
have revenues of up to approximately $200 million. Although the Company is one
of the larger companies engaged in the uniform rental and sales business, there
are other firms in the industry which are larger and have greater financial
resources than the Company. The Company's leading competitors include ARAMARK
Corporation, Cintas Corporation, G&K Services, Inc. and Unitog Company. In
addition to its traditional rental competitors, the Company may increasingly
compete in the future with businesses that focus on selling uniforms and other
related items. The principal methods of competition in the industry are quality
of service and price. The Company also competes with industry competitors for
acquisitions, which has the effect of increasing the price for acquisitions and
reducing the number of available acquisition candidates. The Company believes
that its ability to compete effectively is enhanced by the superior customer
service and support that it provides its customers.

MANUFACTURING AND SOURCING

The Company manufactured approximately 55% of all garments which it placed
in service during fiscal 1997. These included work pants manufactured at its
plant in Luquillo, Puerto Rico, shirts manufactured at its plant in Cave City,
Arkansas, and jackets and certain specialty garments manufactured at its plant
in Wilburton, Oklahoma. The balance of the garments used in its programs are
purchased from a variety of industry suppliers. While the Company currently
acquires the raw materials with which it produces its garments from a limited
number of suppliers, the Company believes that such materials are readily
available from other sources. To date, the Company has experienced no
significant difficulty in obtaining any of its raw materials or supplies.

EMPLOYEES

At August 30, 1997, the Company employed approximately 7,000 persons, about
5% of whom are represented by unions pursuant to six separate collective
bargaining agreements. The Company considers its employee relations to be good.

FACILITIES

At August 30, 1997, the Company owned or occupied 128 facilities containing
an aggregate of approximately 3.3 million square feet located in the United
States, Canada, Puerto Rico and the Netherlands. These facilities include its
garment manufacturing plants in Luquillo, Puerto Rico, Cave City, Arkansas, and
Wilburton, Oklahoma, as well as 11 decontamination facilities located in
Massachusetts, New Mexico, California, Washington, Hawaii, Pennsylvania, South
Carolina, Virginia, Georgia, Illinois and The Netherlands. The Company owns 74
of these facilities containing approximately 2.5 million square feet, and, by
the end of fiscal 1998, expects to complete construction of its 310,000 square
foot Owensboro, Kentucky distribution center, which the Company believes will be
one of the largest and most advanced garment distribution facilities in the
industry. The Company believes that by owning its manufacturing facilities, it
can produce custom garment programs for its larger customers, offer a diverse
range of designs within its standard line of garments and better control the
quality, price and speed at which it produces such garments. The Company also
believes that its industrial laundry facilities are among the most modern in the
industry.

The Company owns substantially all of the machinery and equipment used in
its operations. In the opinion of the Company, all of its facilities and its
production, cleaning and decontamination equipment have

22
<PAGE> 23

been well maintained, are in good condition and are adequate for the Company's
present needs. The Company also owns and leases a fleet of approximately 1,700
delivery vans, trucks and other vehicles. The Company believes that these
vehicles are in good repair and are adequate for the Company's present needs.

ENVIRONMENTAL MATTERS

The Company and its operations are subject to various federal, state and
local laws and regulations governing, among other things, the generation,
handling, storage, transportation, treatment and disposal of hazardous wastes
and other substances. In particular, industrial laundries use and must dispose
of detergent waste water and other residues. The Company is attentive to the
environmental concerns surrounding the disposal of these materials and has
through the years taken measures to avoid their improper disposal. In the past,
the Company has settled, or contributed to the settlement of, actions or claims
brought against the Company relating to the disposal of hazardous materials and
there can be no assurance that the Company will not have to expend material
amounts to remediate the consequences of any such disposal in the future.
Further, under environmental laws, an owner or lessee of real estate may be
liable for the costs of removal or remediation of certain hazardous or toxic
substances located on or in or emanating from such property, as well as related
costs of investigation and property damage. Such laws often impose liability
without regard to whether the owner or lessee knew of or was responsible for the
presence of such hazardous or toxic substances. There can be no assurances that
acquired or leased locations have been operated in compliance with environmental
laws and regulations or that future uses or conditions will not result in the
imposition of liability upon the Company under such laws or expose the Company
to third-party actions such as tort suits.

The Company's nuclear garment decontamination facilities are licensed by
the Nuclear Regulatory Commission, or in certain cases by the applicable state
agency, and are subject to regulation by federal, state and local authorities.
In recent years, there has been increased scrutiny and, in certain cases,
regulation of nuclear facilities or related services that have resulted in the
suspension of operations at certain nuclear facilities served by the Company or
disruptions of the Company's ability to service such facilities. There can be no
assurance that such increased scrutiny will not lead to the shut-down of such
facilities or otherwise cause material disruptions in the Company's garment
decontamination business.

LEGAL PROCEEDINGS

From time to time the Company is subject to legal proceedings and claims
arising from the conduct of its business operations, including personal injury,
customer contract disputes, employment claims and environmental matters as
described above. The Company maintains insurance coverage providing
indemnification against many of such claims. In the opinion of the Company, the
ultimate disposition of these matters on an aggregate basis will not have a
material adverse effect on the Company's financial position or results of
operations.

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<PAGE> 24

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as of the date of this
Prospectus with respect to the directors and executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Aldo Croatti............................. 80 Chairman of the Board of Directors
Ronald D. Croatti........................ 54 Vice Chairman of the Board of Directors,
President and Chief Executive Officer
Cynthia Croatti.......................... 42 Treasurer and Director
Albert Cohen............................. 70 Director
Donald J. Evans.......................... 72 Director
Reynold L. Hoover........................ 70 Director
Robert L. Croatti........................ 61 Executive Vice President
John B. Bartlett......................... 56 Senior Vice President and Chief Financial
Officer
Bruce P. Boynton......................... 49 Vice President, Canadian Operations
Dennis G. Assad.......................... 52 Vice President, Sales and Marketing
</TABLE>

The principal occupation and positions for the past five years of the
directors and executive officers named above are as follows:

ALDO CROATTI has been Chairman of the Board since the Company's
incorporation in 1950 and of certain of its predecessors since 1940.

RONALD D. CROATTI joined the Company in 1965. Mr. Croatti became director
of the Company in 1982 and Vice Chairman of the Board in 1986 and has served as
Chief Executive Officer since 1991 and President since August 31, 1995. Mr.
Croatti has overall responsibility for the management of the Company.

CYNTHIA CROATTI joined the Company in 1980. Ms. Croatti has served as
director since 1995 and Treasurer since 1982 and, in addition, has primary
responsibility for overseeing the purchasing and direct sales functions of the
Company.

REYNOLD L. HOOVER has served as director of the Company since 1983. Mr.
Hoover has been an Environmental Consultant since 1995. From 1991 to 1995, Mr.
Hoover served as Manager of Environmental Affairs for The Stanley Works, a
manufacturer of hand tools.

ALBERT COHEN has served as director of the Company since 1989. Mr. Cohen is
Chairman of the Board and Chief Executive Officer of Electronic Space Systems
Corporation, a manufacturer of aerospace ground equipment.

DONALD J. EVANS has served as director of the Company since 1973. Mr. Evans
has served as General Counsel and First Deputy Commissioner, Massachusetts
Department of Revenue, since November 1996. Prior to that time, Mr. Evans was a
partner in the law firm of Goodwin, Procter & Hoar LLP, the Company's general
counsel.

ROBERT L. CROATTI joined the Company in 1959. Mr. Croatti has served as
Executive Vice President since 1986 and has primary responsibility for
overseeing the rental operations of the Company.

JOHN B. BARTLETT joined the Company in 1977. Mr. Bartlett has served as
Senior Vice President and Chief Financial Officer since 1986 and has primary
responsibility for overseeing the financial functions of the Company, as well as
its human resources and information systems departments.

BRUCE P. BOYNTON joined the Company in 1976. Mr. Boynton has served as Vice
President, Canadian Operations since 1986 and is the chief operating officer for
the Company's Canadian operations.

DENNIS G. ASSAD joined the Company in 1975. Mr. Assad has served as Vice
President, Sales and Marketing since 1995 and has primary responsibility for
overseeing the sales and marketing functions of the Company. Prior to that time,
Mr. Assad served as a Regional General Manager of the Company.

Ronald D. Croatti, Cynthia Croatti and Robert L. Croatti are a son,
daughter and nephew, respectively, of Aldo Croatti.

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<PAGE> 25

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of shares of Common Stock and Class B Common Stock, as of
January 30, 1998, and as adjusted to reflect the sale of Common Stock offered
hereby, by Aldo Croatti, the Selling Stockholder and each person known by the
Company to beneficially own 5% or more of the Common Stock or Class B Common
Stock. Except as otherwise specified, the named beneficial owner has sole voting
and investment power.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED PRIOR TO
OFFERING SHARES BENEFICIALLY OWNED AFTER OFFERING
---------------------------------------- ------------------------------------------
PERCENTAGE NUMBER PERCENTAGE
OF COMBINED OF NUMBER OF COMBINED
NUMBER OF VOTING SHARES OF VOTING
SHARES OWNERSHIP POWER OFFERED SHARES OWNERSHIP POWER
NAME OWNED PERCENTAGE(1) (1)(2) (3) OWNED PERCENTAGE(1) (1)(2)
---- --------- ------------- ----------- ------- ------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Aldo Croatti(4).......... 10,199,060 49.7% 76.1% 2,000,000 8,199,060 40.0% 70.7%
Marie Croatti(5)......... 1,448,132 7.1% 10.2% 0 1,448,132 7.1% 11.8%
William Blair &
Company, L.L.C.(6)..... 1,119,325 5.5% * 0 1,119,325 5.5% 1.0%
Societe Generale Asset
Management Corp.(7).... 799,500 3.9% * 0 799,500 3.9% *
</TABLE>

- ---------------

* Less than one percent.

(1) Percentages are based upon 7,903,864 shares of Common Stock and 12,606,744
shares of Class B Common Stock outstanding on January 30, 1998, and
9,903,864 shares of Common Stock and 10,606,744 shares of Class B Common
Stock after the Offering, respectively. See Note (3) below.

(2) Each share of Common Stock has one vote and each share of Class B Common
Stock has ten votes.

(3) All of the shares offered hereby by the Selling Stockholder are shares of
Class B Common Stock, which will automatically convert into shares of Common
Stock upon their sale in the Offering. See "Description of Capital Stock."
If the Underwriters' over-allotment option is exercised in full, Mr.
Croatti, the Selling Stockholder, will sell an additional 300,000 shares.
Following such sale, Mr. Croatti would own 38.5% of the aggregate number of
outstanding shares of Common Stock and Class B Common Stock (with 69.7% of
the combined voting power of the outstanding shares of Common Stock and
Class B Common Stock).

(4) All shares shown are shares of Class B Common Stock, representing 80.9% of
such class, owned by The Aldo A. Croatti Trust -- 1983, of which Aldo
Croatti is the sole trustee and a beneficiary. The information presented
does not include any shares owned by Mr. Croatti's wife or children, as to
which shares Mr. Croatti disclaims any beneficial interests. Mr. Croatti's
address is c/o UniFirst Corporation, 68 Jonspin Road, Wilmington,
Massachusetts 01887.

(5) Includes 423,168 shares of Class B Common Stock and 84,792 shares of Common
Stock owned of record by Marie Croatti, the wife of the Selling Stockholder,
as Trustee under several trusts, the beneficiaries of which are the
grandchildren of Aldo Croatti, as to which shares Mrs. Croatti disclaims any
beneficial interest. Mrs. Croatti individually owns 940,172 shares of Class
B Common Stock, representing 7.5% of such class. Mrs. Croatti's address is
c/o UniFirst Corporation, 68 Jonspin Road, Wilmington, Massachusetts 01887.

(6) The address of William Blair & Company, L.L.C. is 222 West Adams Street,
Chicago, IL 60606. William Blair & Company, L.L.C. owns shares of Common
Stock only, representing 14.2% of such class as of February 28, 1998 and
11.3% of such class after the Offering. The Company has relied solely upon
information provided by William Blair & Company, L.L.C.

(7) The address of Societe Generale Asset Management Corp. is 1221 Avenue of the
Americas, New York, New York 10020. Societe Generale Asset Management Corp.
shares voting power over the shares listed with its investment advisory
client(s). The Company has relied solely upon the information set forth in
Schedule 13G, dated January 28, 1998, filed with the Securities and Exchange
Commission (the "Commission").

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<PAGE> 26

DESCRIPTION OF CAPITAL STOCK

General. The Company has authorized (i) 30,000,000 shares of Common Stock,
par value $0.10 per share and (ii) 20,000,000 shares of Class B Common Stock par
value $0.10 per share. Except as set forth below, shares of Class B Common Stock
are identical in all respects to shares of Common Stock. The Company has also
authorized a class of Preferred Stock, par value $1.00 per share, to have such
terms, rights and preferences as may be designated by the Board of Directors. No
Preferred Stock has been designated or issued as of the date of this Prospectus.

Voting. Each share of Common Stock is entitled to one vote per share. Each
share of Class B Common Stock is entitled to ten votes per share. All actions
submitted to a vote of stockholders are voted on by holders of Common Stock and
Class B Common Stock voting together as a class, except for the election for
directors and as otherwise set forth below. With respect to the election of
directors, holders of Common Stock vote as a separate class to elect 25% of the
total number of directors. Holders of Common Stock have the sole right to remove
directors elected by them. Holders of Common Stock and holders of Class B Common
Stock, voting together as a single class, have the right to elect the remaining
directors. In addition, the affirmative vote of the prescribed majority of the
outstanding shares of Common Stock or Class B Common Stock, voting as separate
classes, is required to approve any matters that require class votes under the
Business Corporation law of the Commonwealth of Massachusetts.

Dividends. Holders of Common Stock are entitled to a cash dividend on each
outstanding share equal to 125% of the cash divided payable on each outstanding
share of Class B Common Stock when and if declared by the Company's Board of
Directors. In the case of dividends or other distributions payable on the Common
Stock or the Class B Common Stock in shares of such stock, including
distributions pursuant to stock splits or dividends, Common Stock shall be
payable only to holders of Common Stock and Class B Common Stock shall be
payable only to holders of Class B Common Stock. In no event will either Common
Stock or Class B Common Stock be split up, subdivided, combined or reclassified
unless the shares of the other class are proportionately split up, subdivided or
reclassified. The Board of Directors may vary the rate of cash dividend payable
on shares of Common Stock or Class B Common Stock, but in no event may holders
of Common Stock receive a cash dividend of less than 125% of the cash dividend
paid on each share of Class B Common Stock.

Merger or Consolidation of the Company. In the case of any consolidation
or merger of the Company as a result of which the stockholders of the Company
are entitled to receive cash, stock, other securities or other property with
respect to or in exchange for such stock, or in the case of any liquidation of
the Company as an entity, each holder of Common Stock and Class B Common Stock
will be entitled to receive an equal amount of consideration for each share of
Common Stock or Class B Common Stock surrendered in such merger, consolidation
or liquidation.

Restrictions on Transfer of Class B Common Stock; Convertibility of Class B
Common Stock into Common Stock. As more fully described in the Company's
Restated Articles of Organization, the transferability of the Class B Common
Stock is significantly restricted. In the case of holders of Class B Common
Stock who are individuals, permitted transfers include transfers to certain
family members of the holder and certain entities controlled by, or for the
benefit of, the holder or such family members. The Class B Common Stock is
convertible at all times and without cost to the holder (except for any transfer
taxes that may be payable) into Common Stock on a share for share basis.

Further Issuances of Class B Common Stock. Additional shares of Class B
Common Stock will not be issued except in connection with stock splits,
dividends or similar recapitalizations or if such additional issuance is
approved by the Company's Board of Directors and the holders of the required
numbers of shares of Common Stock and Class B Common Stock voting as separate
classes.

Termination and Conversion of Class B Common Stock. All outstanding shares
of Class B Common Stock will automatically be converted into Common Stock on a
share-for-share basis (i) at any time the number of shares of Class B Common
Stock falls below 10% of the aggregate number of outstanding shares of Common
Stock and Class B Common Stock combined, (ii) at any time the Company's Board of
Directors

26
<PAGE> 27

and the holders of a majority of the outstanding shares of Class B Common Stock
approve the conversion of all shares of Class B Common Stock into Common Stock
or (iii) if, as a result of the existence of the Class B Common Stock, the
Common Stock becomes excluded from trading on the New York Stock Exchange and
all other national securities exchanges and is also excluded from quotation on
the Nasdaq or any other national quotation system.

Potential Anti-Takeover Effects of Class B Common Stock and Charter and
By-Law Provisions. The voting control by the Selling Stockholder and certain of
his family members and certain provisions of Massachusetts law, the Company's
Restated Articles of Organization and the By-laws could discourage or frustrate
future attempts to effect a change in control of the Company (for example by
means of tender offer for, or open market purchases of, Common Stock) that are
not approved by the Selling Stockholder. Such provisions could limit the price
that certain investors might be willing to pay in the future for shares of the
Company's Common Stock. The Company's Board of Directors is divided into three
classes with directors in each class elected for three year terms, which would
make it difficult for any third party to gain control of Company's Board of
Directors. The Restated Articles of Organization and the By-laws also impose
various procedural and other requirements which would make it difficult to
affect certain corporate actions. Shares of preferred stock may be issued by the
Board of Directors without stockholder approval on such terms as the Board may
determine. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any preferred stock that
may be issued in the future. The issuance of preferred stock could make it more
difficult for a third party to acquire, or discourage a third party from
acquiring, a majority of the outstanding voting stock of the Company. The
Company has no present plans to issue any shares of preferred stock.

27
<PAGE> 28

UNDERWRITING

William Blair & Company, L.L.C., as Underwriter ("Blair"), subject to the
terms and conditions set forth in the Underwriting Agreement by and among the
Company, the Selling Stockholder and Blair (the "Underwriting Agreement"), has
agreed to purchase from the Selling Stockholder the 2,000,000 shares of Common
Stock (excluding the over-allotment shares) offered hereby.

The nature of Blair's obligations under the Underwriting Agreement is such
that all shares of the Common Stock offered hereby, excluding shares covered by
the over-allotment option granted to Blair, must be purchased if any are
purchased.

Blair has advised the Company and the Selling Stockholder that it proposes
to offer the Common Stock directly to the public initially at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession of not more than $.71 per share.
Additionally, Blair may allow, and such dealers may re-allow, a concession not
in excess of $.10 per share to certain other dealers. After the shares are
released for sale to the public, the public offering price and other selling
terms may be changed by Blair.

The Selling Stockholder has granted to Blair an option, exercisable within
30 days after the date of this Prospectus, to purchase up to an additional
300,000 shares of Common Stock at the same price per share to be paid by Blair
for the other shares offered hereby. Blair may exercise the option for the
purpose of covering over-allotments, if any, made in connection with the
distribution of the Common Stock offered hereby.

The Company, the Selling Stockholder and the Company's directors and
executive officers have agreed, subject to certain exceptions, that they will
not sell, offer to sell, issue, distribute or otherwise dispose of any shares of
Common Stock or any options, rights or warrants with respect to any shares of
Common Stock or register any shares of Common Stock for sale under the
Securities Act, for a period of 90 days after the date of this Prospectus
without the prior written consent of Blair, except that the Selling Stockholder
may sell shares pursuant to the over-allotment option.

In connection with the Offering, Blair may engage in transactions that may
stabilize, maintain or otherwise affect the market price of the Common Stock,
including stabilizing bids, short-covering transactions or the imposition of
penalty bids. A "stabilizing bid" is a bid for, or the purchase of, the Common
Stock on behalf of Blair for the purposes of fixing or maintaining the price of
the Common Stock. A "short-covering transaction" is a bid for, or the purchase
of, the Common Stock on behalf of Blair to reduce a short position incurred by
Blair in connection with the Offering. A "penalty bid" is an arrangement
permitting Blair to reclaim the selling concession otherwise accruing to a
broker-dealer in connection with the Offering if the Common Stock originally
sold by such broker-dealer is purchased by Blair in a stabilizing or covering
transaction and has therefore not been effectively placed by such broker-dealer.
Blair has advised the Company that such transactions may be effected on the New
York Stock Exchange or otherwise and, if commenced, may be discontinued at any
time.

The Company and the Selling Stockholder have agreed to indemnify Blair and
its controlling persons against certain liabilities, including liabilities under
the Securities Act, or to contribute to payments Blair may be required to make
in respect thereof.

As of February 28, 1998, Blair owned beneficially approximately 1,119,325
shares of the Common Stock. See "Principal and Selling Stockholders."

LEGAL MATTERS

The legality of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Stockholder by Goodwin, Procter & Hoar LLP,
Boston, Massachusetts. Sidley & Austin, Chicago, Illinois is acting as counsel
for William Blair & Company, L.L.C. in connection with certain legal matters
relating to the Common Stock offered hereby.

28
<PAGE> 29

EXPERTS

The consolidated financial statements and schedule of the Company
incorporated by reference in the Prospectus and elsewhere in the Registration
Statement to the extent and for the periods indicated in their reports have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information concerning the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained upon written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. Copies of reports, proxy and information
statements and other information regarding registrants that file electronically
(including the Company) are available on the Commission's website at
http://www.sec.gov.

The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement"). This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement which may be inspected
and copied in the manner and at the sources described above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended August 30, 1997; (ii) the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November
29, 1997; and (iii) the description of the Company's Common Stock contained in
the registration statement on Form 8-A filed by the Company with the Commission.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in any subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits thereto, unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
telephonic requests for such copies should be directed to the Company's
principal office: UniFirst Corporation, 68 Jonspin Road, Wilmington,
Massachusetts 01887, Attn: John B. Bartlett (978) 658-8888.

29
<PAGE> 30

(1) Picture of a typical local stockroom of the Company.

(2) Picture of a Company employee loading a washing machine at a Company
facility.

(3) Picture of a route salesman of the Company.

(4) Picture of three employees of customers of the Company wearing the Company's
uniforms.
<PAGE> 31

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NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR
WILLIAM BLAIR & COMPANY, L.L.C. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
SUCH DATE.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 6
Safe Harbor for Forward-Looking
Statements.......................... 9
Use of Proceeds....................... 9
Price Range of Common Stock and
Dividend Policy..................... 10
Selected Consolidated Financial
Data................................ 11
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 12
Business.............................. 18
Management............................ 24
Principal and Selling Stockholders.... 25
Description of Capital Stock.......... 26
Underwriting.......................... 28
Legal Matters......................... 28
Experts............................... 29
Available Information................. 29
Incorporation of Certain Documents by
Reference........................... 29

</TABLE>

2,000,000 SHARES

[UNIFIRST LOGO]

COMMON STOCK

--------------------
PROSPECTUS
March 18, 1998
--------------------

WILLIAM BLAIR & COMPANY

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