<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
UNIFIRST CORPORATION
(Name of Registrant as Specified In Its Charter)
UNIFIRST CORPORATION
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1999
The Annual Meeting of the Shareholders of UniFirst Corporation will be held
at BankBoston, N.A., 2nd Floor Conference Center, 100 Federal Street, Boston, MA
02110 on January 12, 1999 at 10:00 A.M. for the following purposes:
1. To elect two Class II Directors, each to serve for a term of three
years;
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
By Order of the Board of Directors
RAYMOND C. ZEMLIN, Clerk
December 3, 1998
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. YOUR PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS USE.
<PAGE> 3
UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 12, 1999
AT 10:00 A.M. AT BANKBOSTON, N.A.
2ND FLOOR CONFERENCE CENTER, 100 FEDERAL STREET, BOSTON, MA 02110
------------------------
GENERAL INFORMATION
The enclosed proxy is being solicited on behalf of the Board of Directors
of UniFirst Corporation (the "Company") for use at the 1999 Annual Meeting of
Shareholders to be held on January 12, 1999 (the "Annual Meeting") and at any
adjournment thereof. This Proxy Statement, the enclosed proxy and the Company's
1998 Annual Report to Shareholders are being mailed to shareholders on or about
December 3, 1998. Any shareholder signing and returning the enclosed proxy has
the power to revoke it by giving notice of such revocation to the Company in
writing or in the open meeting before any vote with respect to the matters set
forth therein is taken. The shares represented by the enclosed proxy will be
voted as specified therein if said proxy is properly signed and received by the
Company prior to the time of the Annual Meeting and is not properly revoked. The
expense of this proxy solicitation will be borne by the Company. In addition to
the solicitation of proxies by mail, the directors, officers and employees of
the Company may also solicit proxies personally or by telephone without special
compensation for such activities. The Company may also request persons, firms
and corporations holding shares in their names or in the names of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners. The Company will reimburse such
holders for their reasonable expenses.
The Board of Directors has fixed the close of business on November 20, 1998
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, this Annual Meeting and any adjournments thereof. As of the
close of business on that date, there were outstanding and entitled to vote
10,216,864 shares of Common Stock, par value $.10 per share ("Common Stock"),
and 10,293,744 shares of Class B Common Stock, par value $.10 per share ("Class
B Common Stock"). Transferees after such date will not be entitled to vote at
the Annual Meeting. 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 shareholders are voted on by holders of
Common Stock and Class B Common Stock voting together as a single class, except
for the election of certain Directors and for the approval of matters requiring
class votes under the Business Corporations Law of the Commonwealth of
Massachusetts.
<PAGE> 4
1. ELECTION OF DIRECTORS
The Board of Directors of the Company is currently composed of six members,
divided into three equal classes, with one class elected each year at the annual
meeting of shareholders. The Directors in each class serve for a term of three
years and until their successors are duly elected and qualified. As the term of
one class expires, a successor class is elected at each annual meeting of
shareholders.
At the 1999 Annual Meeting, two Class II Directors will be elected to serve
until the 2002 annual meeting and until their successors are duly elected and
qualified. The Board of Directors has nominated Donald J. Evans to be elected by
holders of Common Stock, voting as a separate class, to serve as a Class II
Director and Ronald D. Croatti to be elected by holders of Common Stock and
Class B Common Stock, voting together as a single class, to serve as a Class II
Director (collectively, the "Nominees").
Unless otherwise instructed, the persons named in the proxy will vote the
shares to which the proxy relates "FOR" the election of the Nominees to the
Board of Directors. While the Company has no reason to believe that either of
the Nominees will be unable to serve as a Director, in the event either or both
of the Nominees should become unavailable to serve at the time of the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
such proxy for such other person or persons as they may in their discretion
select. A plurality of the votes cast by holders of shares of Common Stock,
voting as a separate class and represented in person or by proxy at the Annual
Meeting and entitled to vote thereon, is necessary to elect Donald J. Evans. A
plurality of the votes cast by holders of shares of Common Stock and Class B
Common Stock, voting together as a single class and represented in person or by
proxy at the Annual Meeting and entitled to vote thereon, is necessary to elect
Ronald D. Croatti. Consistent with applicable law, the Company intends to count
abstentions and broker non-votes only for the purpose of determining the
presence or absence of a quorum for the transaction of business. Any shares not
voted (whether by abstention, broker non-vote or otherwise) have no impact on
the election of Directors, except to the extent that the failure to vote for an
individual results in another individual receiving a larger percentage of votes.
The following table sets forth certain information with respect to the
Nominees as well as the other Directors of the Company.
<TABLE>
<CAPTION>
DIRECTOR
AGE SINCE
CLASS II DIRECTORS -- TERM EXPIRES IN 2002 (NOMINEES) --- --------
<S> <C> <C>
Ronald D. Croatti (1)....................................... 55 1982
MR. CROATTI joined the Company in 1965. He 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.
Donald J. Evans (2)......................................... 72 1973
MR. EVANS has served as director of the Company since
1973. He 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 and Hoar
LLP, the Company's general counsel.
</TABLE>
<TABLE>
<CAPTION>
DIRECTOR
AGE SINCE
CLASS III DIRECTORS -- TERM EXPIRES IN 2001 --- --------
<S> <C> <C>
Cynthia Croatti (1)......................................... 43 1995
MS. CROATTI joined the Company in 1980. She 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........................................... 71 1983
MR. HOOVER has served as director of the Company since
1983. He 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.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
CLASS I DIRECTORS -- TERM EXPIRES IN 2000
<S> <C> <C>
Aldo Croatti (1)............................................ 81 1950
MR. CROATTI has been Chairman of the Board since the
Company's incorporation in 1950 and of certain of its
predecessors since 1940.
Albert Cohen (2)............................................ 71 1988
MR. COHEN has served as director of the Company since
1989. He has been President of A.L.C. Corp., a
consultancy, since September 1998. Prior to that time,
Mr. Cohen was Chairman of the Board and Chief Executive
Officer of Electronic Space Systems Corporation, a
manufacturer of aerospace ground equipment.
</TABLE>
- ---------------
(1) Ronald Croatti and Cynthia Croatti are the son and daughter, respectively,
of Aldo Croatti.
(2) The Company has designated Messrs. Evans and Cohen as the Directors to be
elected by the holders of Common Stock voting separately as a single class.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Officers, Directors and greater than 10% shareholders are required to file
with the Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") reports of
ownership and changes in ownership. Such reports are filed on Form 3, Form 4 and
Form 5 under the Exchange Act, as appropriate. Officers, Directors and greater
than 10% shareholders are required by Exchange Act regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company or written representations that no such reports
were required during the 1998 fiscal year, the Company believes that, during
fiscal 1998, all officers, directors and greater than 10% shareholders complied
with the applicable Section 16(a) filing requirements, except Cynthia Croatti,
the Treasurer and a Director of the Company, and Dennis G. Assad, the Vice
President, Sales and Marketing of the Company. Each of Ms. Croatti and Mr. Assad
failed to file on a timely basis one Section 16(a) report relating to one
transaction. The appropriate reports describing these transactions were
subsequently filed.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held four meetings during the Company's 1998 fiscal
year. During the 1998 fiscal year, the Audit Committee consisted of Albert
Cohen, Reynold L. Hoover and Donald J. Evans, and met on two occasions. The
Audit Committee is responsible for reviewing the scope of audit and other
related services provided by the Company's independent public accountants.
During the 1998 fiscal year, the Compensation Committee consisted of Aldo
Croatti, Chairman, Albert Cohen and Donald J. Evans and met on one occasion. The
Compensation Committee is responsible for reviewing and approving the Company's
executive compensation program. The Company does not have a standing nominating
committee.
Each Director attended at least 75% of all of the meetings of the Board of
Directors and of the committees of which the Director was a member held during
the last fiscal year.
3
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth as of September 30, 1998 certain information
concerning shares of Common Stock and Class B Common Stock beneficially owned by
(i) each Director and Nominee, (ii) each of the executive officers of the
Company named in the Summary Compensation Table, and (iii) all executive
officers and Directors as a group, in each case based on information furnished
by such individuals. Except as otherwise specified, the named beneficial owner
has sole voting and investment power. The information in the table reflects
shares outstanding of each class of common stock on September 30, 1998, and does
not take into account conversions after such date of shares of Class B Common
Stock into Common Stock. Subsequent conversions of Class B Common Stock into
Common Stock will increase the voting control of persons who retain shares of
Class B Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF AMOUNT AND NATURE OF ALL OUTSTANDING PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) VOTING POWER(1)
---------------- -------------------- --------------- ---------------
<S> <C> <C> <C>
Aldo Croatti (2)................... 7,899,060 38.5% 69.8%
Ronald D. Croatti (3).............. 469,560 2.3% 4.1%
Cynthia Croatti (4)................ 333,120 1.6% 2.9%
Robert L. Croatti (5).............. 32,000 * *
John B. Bartlett (6)............... 7,700 * *
Dennis G. Assad(6)................. 2,000 * *
Albert Cohen....................... 0 * *
Reynold L. Hoover (6).............. 400 * *
Donald J. Evans (6)................ 1,400 * *
All Directors and executive
officers
as a group (10 persons).......... 8,745,240 42.6% 76.9%
</TABLE>
- ---------------
* Less than 1%.
(1) The percentages have been determined in accordance with Rule 13d-3 under the
Exchange Act. As of September 30, 1998, a total of 20,510,608 shares of
common stock were outstanding, of which 10,216,864 were shares of Common
Stock entitled to one vote per share and 10,293,744 were shares of Class B
Common Stock entitled to ten votes per share. Each share of Class B Common
Stock is convertible into one share of Common Stock.
(2) All shares shown are shares of Class B Common Stock, representing 76.7% 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 interest.
(3) Ronald Croatti owns shares of Class B Common Stock only, representing 4.6%
of such class. The information presented does not include any shares owned
by Mr. Croatti's children, as to which shares Mr. Croatti disclaims any
beneficial interest.
(4) Cynthia Croatti owns shares of Class B Common Stock only, representing 3.2%
of such class. The information presented does not include any shares owned
by Ms. Croatti's children, as to which shares Ms. Croatti disclaims any
beneficial interest.
(5) Robert Croatti is the nephew of Aldo Croatti and the cousin of Ronald
Croatti and Cynthia Croatti. Robert Croatti owns shares of Common Stock
only, representing less than 1% of such class.
(6) Each of Messrs. Bartlett, Assad, Hoover and Evans owns shares of Common
Stock only, representing less than 1% of such class.
4
<PAGE> 7
To the best knowledge of the Company, the following are the only beneficial
owners of more than 5% of the outstanding Common Stock or Class B Common Stock
of the Company as of September 30, 1998.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF AMOUNT AND NATURE OF ALL OUTSTANDING PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) VOTING POWER(1)
---------------- -------------------- --------------- ---------------
<S> <C> <C> <C>
Aldo Croatti(2).................... 7,899,060 38.5% 69.8%
Marie Croatti(3)................... 1,448,132 7.1% 12.1%
William Blair & Company,
L.L.C.(4)........................ 1,362,502 6.6% *
Societe Generale Asset Management
Corp.(5)......................... 782,500 3.8% *
Dimensional Fund Advisors, Inc.(6)... 523,200 2.6% *
</TABLE>
- ---------------
* Less than 1%.
(1) The percentages have been determined in accordance with Rule 13d-3 under the
Exchange Act. As of September 30, 1998, a total of 20,510,608 shares of
common stock were outstanding, of which 10,216,864 were shares of Common
Stock entitled to one vote per share and 10,293,744 were shares of Class B
Common Stock entitled to ten votes per share. Each share of Class B Common
Stock is convertible into one share of Common Stock.
(2) All shares shown are shares of Class B Common Stock, representing 76.7% 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 interest. Mr. Croatti's address
is c/o UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887.
(3) Includes 423,168 shares of Class B Common Stock and 84,792 shares of Common
Stock owned of record by Marie Croatti, 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 9.1%
of such class. Marie Croatti is the wife of Aldo Croatti. Her address is c/o
UniFirst Corporation, 68 Jonspin Road, Wilmington, Massachusetts 01887.
(4) 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 13.3% of such class. The Company has relied solely
upon the information provided by William Blair & Company, L.L.C.
(5) The address of Societe Generale Asset Management Corp. is 1221 Avenue of the
Americas, New York, New York 10020. Societe Generale Asset Management Corp.
owns shares of Common Stock only, representing 7.7% of such class. 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 provided by Societe Generale Asset Management Corp.
(6) The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, Santa
Monica, CA 90401. Dimensional Fund Advisors, Inc. owns shares of Common
Stock only, representing 5.1% of such class. Dimensional Fund Advisors, Inc.
disclaims beneficial ownership of all such shares. The Company has relied
solely upon the information provided by Dimensional Fund Advisors, Inc.
5
<PAGE> 8
SUMMARY COMPENSATION TABLE
The following table sets forth compensation paid to the Chief Executive
Officer of the Company and the four other most highly compensated executive
officers of the Company during 1998 for each of the three fiscal years ended
August 29, 1998, for services rendered in all capacities to the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------ -------------------- ----------
OTHER ANNUAL RESTRICTED ALL OTHER
NAME AND COMPENSATION STOCK OPTIONS/ LTIP COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (1) ($) AWARDS($) SARS(#) PAYOUTS($) (2)($)
- ---------------------------- ---- -------- ------- ------------ ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald D. Croatti(3)........ 1998 294,991 53,091 -- -- -- -- 11,737
Vice Chairman of the 1997 280,157 61,625 -- -- -- -- 10,270
Board, Chief Executive 1996 268,710 58,050 -- -- -- -- 9,382
Officer and President
Aldo Croatti................ 1998 200,850 36,153 -- -- -- -- 11,737
Chairman of the Board 1997 200,850 44,187 -- -- -- -- 10,270
1996 204,713 44,187 -- -- -- -- 9,382
Robert L. Croatti........... 1998 222,734 40,086 -- -- -- -- 11,737
Executive Vice 1997 211,400 46,502 -- -- -- -- 10,270
President 1996 204,509 44,175 -- -- -- -- 9,382
John B. Bartlett............ 1998 189,818 34,162 -- -- -- -- 11,737
Senior Vice President 1997 178,758 39,320 -- -- -- -- 10,270
and Chief Financial 1996 171,131 36,968 -- -- -- -- 9,382
Officer
Dennis G. Assad (4)......... 1998 148,242 26,679 -- -- -- -- 11,737
Vice President of 1997 140,322 30,868 -- -- -- -- 10,270
Sales and Marketing 1996 137,310 29,655 -- -- -- -- 8,387
</TABLE>
- ---------------
(1) Perquisites and other personal benefits paid to each named executive officer
in each instance aggregated less than $50,000 or 10% of the total annual
salary and bonus set forth in the columns entitled "Salary" and "Bonus" for
each named executive officer.
(2) Amount shown represents Company's contribution to the named executive
officer's account under the Company's Profit Sharing Plan.
(3) Ronald Croatti was elected President of the Company as of the beginning of
the 1996 fiscal year.
(4) Dennis G. Assad was elected Vice President of Sales and Marketing in January
1996. Prior to that time, he had served as a Regional General Manager of the
Company for more than the preceding five years.
6
<PAGE> 9
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company maintains the UniFirst Unfunded Supplemental Executive
Retirement Plan (the "SERP") available to certain eligible employees of the
Company and its affiliates. Retirement benefits available under the SERP are
based on a participant's average annual base earnings for the last three years
of employment prior to his retirement date ("Final Average Earnings"). Upon the
retirement of a participant on his social security retirement date, the
participant will be paid an aggregate amount equal to two times his Final
Average Earnings over a twelve year period. Upon the death of a participant, the
participant's designated beneficiary will be paid retirement benefits as above
(determined as of the date of death if pre-retirement). Additionally, the
designated beneficiary will receive a lump sum benefit equal to 40% of the
participant's Final Average Earnings. The SERP provides that, upon any change of
control, retirement benefits of participants who are age 50 or over and whose
employment is terminated within three years of the change of control will become
vested and payable, subject to certain years of service requirements.
<TABLE>
<CAPTION>
AVERAGE ANNUAL RETIREMENT
COMPENSATION(1) BENEFIT(2)
- --------------- -----------------
<S> <C>
$125,000....................................... $20,833
$150,000....................................... $25,000
$175,000....................................... $29,167
$200,000....................................... $33,333
$225,000....................................... $37,500
$250,000....................................... $41,667
$275,000....................................... $45,833
$300,000....................................... $50,000
$325,000....................................... $54,167
$350,000....................................... $58,333
</TABLE>
- ---------------
(1) Average Compensation for purposes of this table is based on the
participant's average base salary for the last three years of full-time
employment preceding retirement.
(2) The Annual Retirement Benefit is payable for twelve years beginning at the
participant's social security retirement age. There is no deduction for
Social Security or other offset amounts.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee currently consists of Albert Cohen and Donald J.
Evans, two Directors who are not employees of the Company, and Aldo Croatti,
Chairman. The Compensation Committee reviews and approves the Company's
executive compensation program.
COMPENSATION PHILOSOPHY
The Company seeks to attract and retain executive officers who, in the
judgment of the Company's Board of Directors, possess the skill, experience and
motivation to contribute significantly to the long-term success of the Company
and to long-term stock price appreciation. With this philosophy in mind, the
Compensation Committee follows an executive officer compensation program
designed to foster the mutuality of interest between the Company's executive
officers and the Company's shareholders and to provide senior management
additional incentive to enhance the sales growth and profitability of the
Company, and thus shareholder value.
The Compensation Committee currently reviews its compensation policy
annually. Compensation of executive officers currently consists of a base salary
and, based on the achievement of predetermined corporate performance objectives,
a cash bonus. Although the Company's fiscal year ends in August, compensation
decisions generally are made on a calendar year basis.
7
<PAGE> 10
On November 6, 1996 the Board of Directors adopted the Company's 1996 Stock
Incentive Plan which was approved by the shareholders of the Company at the
Company's 1997 Annual Meeting. No options or awards have been granted to date
under this Plan.
BASE SALARY
Each year, the Compensation Committee consults with the Chief Executive
Officer with respect to setting the base salaries of its executive officers,
other than the Chief Executive Officer, for the ensuing year. Annual salary
adjustments are determined by evaluating the financial performance of the
Company during the prior year, each executive officer's contribution to the
profitability, sales growth, return on equity and market share of the Company
during the prior year and the compensation programs and levels paid to
executives at other companies generally.
INCENTIVE COMPENSATION PLAN
Annual cash bonuses for executive officers of the Company are determined in
accordance with the Company's incentive compensation plan, the philosophy and
substantive requirements of which are reviewed by the Compensation Committee
each year. Cash bonuses are determined with reference to the Company's financial
performance as measured by growth in revenues and earnings per share and by the
Company's customer retention levels.
Each year, the Compensation Committee confers with the Chief Executive
Officer and establishes performance goals for revenues, earnings per share and
customer retention. In its determination of the amount of cash bonuses, the
Compensation Committee places primary emphasis on growth in earnings per share
and lesser emphasis on revenue growth and customer retention. The cash bonuses
awarded depend on the extent to which the performance of the Company meets or
exceeds the budgeted amounts. In addition, the Compensation Committee
establishes minimum achievement thresholds and maximum bonus levels for each of
these performance criteria which apply uniformly to the Company's executive
officers. Bonuses are determined and paid annually after the end of each fiscal
year.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee established the compensation of Ronald D.
Croatti, the Chief Executive Officer, for 1998 using the same criteria
applicable to determining compensation levels and bonuses for other executive
officers as noted in this report. Based on the financial performance of the
Company during the 1997 fiscal year, the compensation levels paid to executives
of other companies generally and Mr. Croatti's contribution to the
profitability, sales growth, return on equity and market share of the Company
during the 1997 fiscal year and his leadership of the Company, Mr. Croatti's
1998 base salary was established at $299,894, an increase of 5.0% over the prior
year.
Aldo Croatti (Chairman)
Albert Cohen
Donald J. Evans
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Aldo Croatti, Chairman of the Board of Directors and formerly Chief
Executive Officer of the Company, is, and was during fiscal 1998, a member of
the Compensation Committee. The Company is not aware of any compensation
committee interlocks.
8
<PAGE> 11
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock, based on
the market price of the Common Stock, with the cumulative total shareholder
return of a peer group and of companies within the Standard & Poor's 500 Stock
Index, in each case assuming reinvestment of dividends. The new peer group is
composed of Cintas Corporation, G & K Services, Inc., Unitog Co. and Angelica
Corporation. The old peer group includes these same companies and also includes
National Service Industries, Inc., which was, but is no longer in the same line
of business as the peer group. The calculation of cumulative total shareholder
return assumes a $100 investment in the Company's Common Stock, the peer group
and the S&P 500 Stock Index on August 31, 1993.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIFIRST CORPORATION,
THE S & P 500 INDEX, A NEW PEER GROUP AND AN OLD PEER GROUP.
<TABLE>
<CAPTION>
UNIFIRST NEW PEER OLD PEER
CORPORATION GROUP GROUP S & P 500
<S> <C> <C> <C> <C>
Aug-93 100.00 100.00 100.00 100.00
Aug-94 84.25 113.85 112.26 105.47
Aug-95 87.29 135.86 131.04 128.09
Aug-96 129.74 185.34 178.39 152.09
Aug-97 152.80 228.03 217.69 213.91
Aug-98 161.13 264.58 232.66 231.22
</TABLE>
* $100 INVESTED ON 08/31/93 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company retained during the 1998 fiscal year and proposes to retain
during the 1999 fiscal year the law firm of Goodwin, Procter & Hoar LLP. Donald
J. Evans, a Director of the Company, was formerly a partner of the law firm of
Goodwin, Procter & Hoar LLP, and Raymond C. Zemlin, the Secretary and Clerk of
the Company, is a partner in the law firm of Goodwin, Procter & Hoar LLP.
9
<PAGE> 12
DIRECTOR COMPENSATION
Each Director who is not an employee of the Company receives a director's
fee of $10,000 per year, $1,000 per directors' meeting attended and $250 per
telephone directors' meeting and committee meeting attended. A Director who is
also an employee of the Company receives no director's fee.
2. OTHER MATTERS
Management is not aware of any other matters which may come before the
Annual Meeting; however, if any matters other than those set forth in the
attached Notice of Annual Meeting should be properly presented at the Annual
Meeting, the persons named in the enclosed proxy intend to take such action as
will be, in their discretion, consistent with the best interest of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
Management has selected the firm of Arthur Andersen LLP, independent public
accountants, to serve as auditors for the fiscal year ending August 28, 1999.
Arthur Andersen LLP has served as the Company's auditors since 1972.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting. He or she will have an opportunity to make a statement, if he or
she desires to do so, and will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal for inclusion in the
Company's Proxy Statement in connection with the Company's 2000 Annual Meeting
of Shareholders must submit the proposal so as to be received by the Clerk of
the Company at the principal executive offices of the Company, 68 Jonspin Road,
Wilmington, Massachusetts 01887, not later than August 4, 1999. In addition, in
order to be included in the proxy statement, such a proposal must comply with
the requirements as to form and substance established by applicable laws and
regulations.
Shareholders wishing to present business for action, other than proposals
to be included in the Company's Proxy Statement, or to nominate candidates for
election as directors at a meeting of the Company's shareholders, must do so in
accordance with the Company's By-laws. The By-laws provide, among other
requirements, that in order to be presented at the 2000 Annual Meeting, such
shareholder proposals or nominations may be made only by a stockholder of record
who shall have given notice of the proposal or nomination and the related
required information to the Company no earlier than September 14, 1999 and no
later than October 29, 1999.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU
DESIRE TO VOTE YOUR STOCK IN PERSON AT THE MEETING, YOUR PROXY MAY BE REVOKED.
December 3, 1998
10
<PAGE> 13
0536-PS-99
<PAGE> 14
UN227B DETACH HERE
PROXY
UNIFIRST CORPORATION
The undersigned holder of shares of Class B Common Stock of UniFirst
Corporation hereby appoints ALDO CROATTI, RONALD D. CROATTI and DONALD J.
EVANS, and each of them, proxies with power of substitution to vote on behalf
of the undersigned at the Annual Meeting of Shareholders of UniFirst
Corporation to be held at the offices of BankBoston, N.A., 2nd Floor Conference
Center, 100 Federal Street, Boston, Massachusetts 02110, on Tuesday, January
12, 1999 at 10:00 o'clock in the forenoon, and at any adjournment thereof,
hereby granting full power and authority to act on behalf of the undersigned at
this meeting and at any adjournment thereof. In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the
meeting or any adjournment thereof. The undersigned hereby revokes any proxy
previously given and acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement and a copy of the Annual Report for the fiscal year ended
August 29, 1998.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEE LISTED IN PROPOSAL 1, SO THAT A SHAREHOLDER WISHING TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED ONLY SIGN
AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
- ------------- -------------
SEE REVERSE SEE REVERSE
SIDE SIDE
- ------------- -------------
(Please sign on the reverse side and return
promptly in the enclosed envelope.)
<PAGE> 15
UN277A DETACH HERE
- --- Please mark
X votes as in
- --- this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE SET FORTH IN
PROPOSAL 1 BELOW.
1. ELECTION OF ONE CLASS II DIRECTOR
Nominee: Ronald D. Croatti
FOR ---- ---- WITHHELD
THE FROM THE
NOMINEE ---- ---- NOMINEE
----
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
----
----
MARK HERE IF YOU PLAN TO ATTEND THE MEETING
----
For joint accounts each owner should sign. Executors,
Administrators, Trustees, etc. should give full title.
Signature:_____________ Date: _________ Signature:_____________ Date: _________
<PAGE> 16
UNI26B DETACH HERE
PROXY
UNIFIRST CORPORATION
The undersigned holder of shares of Common Stock of UniFirst Corporation hereby
appoints ALDO CROATTI, RONALD D. CROATTI and DONALD J. EVANS, and each of them,
proxies with power of substitution to vote on behalf of the undersigned at the
Annual Meeting of Shareholders of UniFirst Corporation to be held at the
offices of BankBoston, N.A., 2nd Floor Conference Center, 100 Federal Street,
Boston, Massachusetts 02110, on Tuesday, January 12, 1999 at 10:00 o'clock in
the forenoon, and at any adjournment thereof, hereby granting full power and
authority to act on behalf of the undersigned at this meeting and at any
adjournment thereof. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting or any
adjournment thereof. The undersigned hereby revokes any proxy previously given
and acknowledges receipt of the Notice of Annual Meeting and Proxy Statement
and a copy of the Annual Report for the fiscal year ended August 29, 1998.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEE LISTED IN PROPOSAL 1, SO THAT A SHAREHOLDER WISHING
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED ONLY
SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
- ------------- -------------
SEE REVERSE SEE REVERSE
SIDE SIDE
- ------------- -------------
(Please sign on the reverse side and return
promptly in the enclosed envelope.)
<PAGE> 17
UNI26A DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES SET FORTH IN PROPOSAL
1 BELOW.
1 ELECTION OF TWO CLASS II DIRECTORS
NOMINEES: Ronald D. Croatti and Donald J. Evans
FOR [ ] [ ] WITHHELD
BOTH FROM BOTH
NOMINEES NOMINEES
[ ]
--------------------------------------
For both nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For joint accounts, each owner should sign.
Executors, Administrators, Trustees, etc. should
give full title.
Signature Date Signature Date
-------------- ----------- -------------- ----------
