SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 2, 2003
UNIFIRST CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-8504 04-2103460
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
68 Jonspin Road, Wilmington, Massachusetts 01887
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 658-8888
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Item 2. Acquisition or Disposition of Assets
On September 2, 2003 UniFirst Corporation completed its acquisition of
the business and assets of Textilease Corporation pursuant to the terms and
conditions of a Stock Purchase Agreement, dated as of July 17, 2003, by and
among UniFirst Corporation and all of the stockholders of Textilease Corporation
(the "Stock Purchase Agreement"). The acquisition, structured as an acquisition
by UniFirst of all of the stock of Textilease directly from its stockholders,
was previously announced on July 18, 2003. Textilease, headquartered in
Beltsville, Maryland, had fiscal year 2002 revenues of $95 million. Prior to the
acquisition, Textilease serviced over 25,000 uniform and textile products
customers from 12 locations in six southeastern states, and also serviced a wide
range of large and small first-aid service customers from additional specialized
facilities. UniFirst Corporation intends to continue to utilize the plant,
equipment and other physical property acquired in the acquisition in furtherance
of providing uniform and first-aid/medical services.
The purchase price of $178 million in cash, less assumed debt, was
financed as part of a new $285 million unsecured revolving credit agreement,
with Fleet National Bank as Administrative Agent and Sun Trust Bank as
Syndication Agent.
The foregoing description of the Stock Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Stock Purchase Agreement attached hereto as Exhibit 2.1.
The press release issued by UniFirst Corporation with respect to the
completion of the acquisition of Textilease Corporation is attached hereto as
Exhibit 99.1 and is hereby incorporated by reference in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of Textilease required to be filed as part of this
report will be filed by the Registrant by amendment to this report as soon
as practicable, but not later than November 17, 2003.
(b) Proforma Financial Information
The pro forma financial information required to be filed as part of this
report will be filed by the Registrant by amendment to this report as soon
as practicable, but not later than November 17, 2003.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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2.1 Stock Purchase Agreement, dated as
of July 17, 2003, by and among the
Registrant and the stockholders of
Textilease signatory thereto. (The
Registrant agrees to
furnish supplementally to the
Commission a copy of any omitted
schedule or exhibit to this
agreement upon request by the
Commission.)
99.1 Press release of the Registrant
dated September 2, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
UNIFIRST CORPORATION
Date: September 17, 2003 By: /s/ Ronald D. Croatti
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Name: Ronald D. Croatti
Title: President and Chief Executive
Officer
By: /s/ John B. Bartlett
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Name: John B. Bartlett
Title: Senior Vice President
EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated as of July 17, 2003, by
and among the Registrant and the stockholders of
Textilease signatory thereto. (The Registrant agrees to
furnish supplementally to the Commission a copy of any
omitted schedule or exhibit to this agreement upon
request by the Commission.)
99.1 Press release of the Registrant dated September 2, 2003