ITEM 1. BUSINESS.
Unitog Company, the registrant, together with its subsidiaries is referred to herein as the "Company". The Company was first incorporated in Missouri in 1948 and was reincorporated under the laws of Delaware in 1969. The Company's executive offices are located at 101 West 11th Street, Kansas City, Missouri 64105, and its telephone number is (816) 474-7000.
A. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 29, 1995, page 23.
B. NARRATIVE DESCRIPTION OF BUSINESS.
GENERAL
The Company is a leading provider of high quality uniform rental services to a variety of industries and sells custom-designed uniforms primarily to national companies in connection with their corporate image programs. The Company manufactures substantially all the uniforms it rents or sells. The Company provides national uniform programs for many of the largest companies in the United States on both a rental and direct sale basis. In addition, the Company believes it is one of the largest suppliers of uniforms to employees of the United States Postal Service. Rental operations accounted for 70.6%, 70.3% and 67.9% of the Company's total revenues in fiscal 1995, 1994 and 1993, respectively. Uniform Direct sales accounted for the remaining revenues.
RENTAL OPERATIONS
The Company rents uniforms and other industrial items, such as dust mops, wiping towels and entrance mats, and, to a lesser extent, linen items, such as sheets, pillowcases, tablecloths and napkins, to customers who prefer a rental laundry service instead of purchasing and maintaining such items themselves.
Uniform Rentals. The Company's rental services are designed to address customers' requirements for managing employee uniform programs. The services provided by Unitog include assistance in selecting fabrics, styles and colors appropriate for a customer's needs; maintaining necessary inventory to match the customer's changing employment levels; replacing worn items and providing pick-up, cleaning, maintenance and delivery services on a regularly scheduled basis.
The Company provides rental services in 44 markets to customers in 26 states. Rental services are provided through industrial laundry facilities at which the cleaning and processing of garments is performed. In addition, the Company operates sales and service branches which serve as sales offices and warehouse and distribution sites, allowing the Company to provide rental services to customers in geographic areas adjacent to the immediate area of an industrial laundry facility.
Generally, the Company's uniform rental service contracts cover a multi-year term and provide compensation to Unitog in the event a customer terminates the contract before the end of the term. In addition, if a rental item is lost, stolen or destroyed, Unitog receives a specified replacement value.
Linen Rentals. The Company rents linens, such as sheets, pillowcases, tablecloths and napkins, primarily to customers in the hotel and food service industries. Unitog has historically retained linen volume if the linen volume does not adversely impact the operating efficiency of the rental plant. In those instances where operating efficiency was affected, the Company has sold linen volume.
DIRECT SALES
The Company has over 60 years of experience in supplying custom-designed uniforms to national customers in connection with corporate image programs. A majority of the Company's direct sales are to companies in diverse industries, including automotive services, petroleum, brewing, soft drink bottling and transportation industries. The Company believes that it has remained a leader in uniform sales by consistently offering superior program management, prompt order fulfillment and high quality uniforms in a variety of styles, colors and fabrics.
Unitog provides a total uniform management program to its customers. The Company assists its customers in designing attractive, readily recognizable uniforms to complement the customer's overall corporate identity. The Company's product line consists of shirts, trousers, jackets, coveralls, rainwear, selected women's apparel and related accessories. In many cases, a national customer selects a particular style of uniform and designates approved suppliers to sell the uniforms to the customer's independent distributors, franchisees or employees throughout the customer's distribution system. Unitog specializes in assisting these national customers by promoting the benefits of approved uniform programs through the use of professionally designed brochures, promotional programs and direct sales contacts.
The Company has sold uniforms to employees of the United States Postal Service under the Brookfield label for over 25 years. The Postal Service provides an annual allotment ranging from $50 to
$310 to each postal employee for uniform purchases. The individual employee is then free to select uniforms from any supplier approved by the Postal Service. Payment is made by the Postal Service directly to the Company to the extent of the employee's allotment and any excess is paid directly by the employee.
SALES AND MARKETING
The Company considers its target market to be national and regional customers seeking improved image and employee recognition as well as higher levels of product quality and customer service.
The selling efforts of the Rental and Direct sales forces are combined under common regional sales managers, creating a company-wide marketing approach to maximize cross-selling opportunities by identifying customers' needs, whether rental or direct sale. Unitog believes the program has resulted in a more professional sales team, upgraded sales training and improved salesperson productivity.
Uniform programs on the national level are handled by the national account marketing department, whose members call directly on existing and prospective rental and direct sale national accounts. The Company's Rental sales force is comprised of salespersons based at the rental locations who call on customers within the geographic service area of the rental location. In addition to the Rental sales force, the Company's route salespersons have responsibility for increasing sales to customers on their routes. The Company maintains a Direct sales force that covers the continental United States, with each member being assigned a specific sales territory. Sales of Postal Service uniforms are made through direct sales calls on postal employees by commissioned representatives.
MANUFACTURING AND DISTRIBUTION
The Company manufactures garments and emblems for both the Rental and Direct sales operations at four plants located in Missouri, one plant located in Arkansas and one plant located in Honduras. The Company performs manufacturing operations, consisting mainly of cutting, sewing and finishing garments, for substantially all its product line. From time to time Unitog contracts with independent garment manufacturers for a portion of its requirements. Certain uniform accessories sold or rented by the Company, such as shoes, ties and belts, are purchased from other manufacturers.
The Company maintains distribution centers in Ontario, California, Atlanta, Georgia and Kansas City and Warrensburg, Missouri where its uniforms are stored pending shipment to customers. The Company believes that its experience and efficiency
in the manufacturing and distribution processes enable the Company to provide quick delivery of customized products.
SOURCES OF RAW MATERIALS
Substantially all of the fabrics used by Unitog in its manufacturing process are acquired from textile mills located in the United States. Alternative sources of these materials are generally available.
SEASONALITY
Rental operations are not generally subject to seasonality. Subject to the effects of the introduction of new programs with national accounts, Direct sales have historically been higher in the third and fourth quarters due to the sale of fall and winter garments. As a result, operating income can be higher in such quarters.
CUSTOMERS
No material part of the business of the Company is dependent upon a single customer or a small number of customers.
COMPETITION
The business in which Unitog is engaged is highly competitive, and the Company competes in both the sale and rental of uniforms with a large number of other firms. The Company believes that the primary competitive factors that affect its operations are design, quality, service and price. The Company believes it maintains prices comparable to those of its major competitors and endeavors to offer prompt and high quality service to its customers and superior products as the principal methods of distinguishing itself from its competition. Unitog's Rental operation competes with a number of national, regional and local companies in the geographic areas it serves. The Company's Direct sales operation also competes on a national basis with other suppliers and uniform manufacturers. Some of these competitors are larger and have greater financial resources than the Company.
ENVIRONMENTAL MATTERS
The Company is subject to federal, state and local laws governing the use and disposal of various wastes, including wastewater from its washing processes. The Company has a continuing program to upgrade wastewater treatment processes, where necessary, to avoid improper disposal. Although the Company is subject to administrative and judicial proceedings from time to time involving environmental matters, the Company does not believe that costs incurred in connection with environmental compliance
will have a material adverse effect on the consolidated financial statements of the Company.
The Company is subject to various federal, state and local laws which require the investigation and, in some cases, remediation of environmental contamination. The Company is currently engaged in soil and groundwater investigations at its Phoenix, Minneapolis and Los Angeles rental plants. The Phoenix and Los Angeles plants are located in federal superfund sites several square miles in size. The Company, along with certain unaffiliated parties, has been designated by the U.S. EPA as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act with respect to the Phoenix site. The Company entered into a consent order with EPA requiring a soil and groundwater investigation at the Phoenix site. The cost of the investigation will be borne by two other parties pursuant to a settlement agreement with the Company. Test results at the Phoenix site indicate that volatile organic compound contamination is present in the soil, necessitating soil remediation. Groundwater tests have not detected on-site contamination, although additional periodic groundwater testing is expected. Test results at the Minneapolis and Los Angeles plants indicate that volatile organic compound contamination is present in the soil and groundwater at those plants. The Company believes that it will be required to remediate the soil at the Minneapolis plant and has begun soil remediation at Los Angeles. Additional testing is being conducted to determine if groundwater remediation will be required at those facilities. The Company's estimate of the expense related to all three of these sites has been accrued and charged to operating expense. Based on information currently available, the Company does not believe that additional costs of investigation and remediation at these sites are individually or in the aggregate material to the consolidated financial statements of the Company.
EXECUTIVE OFFICERS OF THE COMPANY
Certain information about the executive officers of the Company is set forth below.
PRINCIPAL OCCUPATION FOR NAME AGE LAST FIVE YEARS - ---- --- ------------------------ Randolph K. Rolf 53 Mr. Rolf has served as Chairman of the Board since May 1991 and as a Director of the Company since 1986. He has served as its President and Chief Executive Officer since May 1988.
John W. Hall 64 Mr. Hall has served as the Company's Senior Vice President - Human Resources and Industrial Relations since 1984.
J. Craig Peterson 42 Mr. Peterson has served as the Company's Senior Vice President - Finance and Administration and Chief Financial Officer since July 1991. Prior to that time he was a partner at KPMG Peat Marwick.
J. Keith Schreiman 53 Mr. Schreiman has served as the Company's Senior Vice President - Sales and Marketing since May 1993. From May 1988 to May 1993 he was the Company's Senior Vice President - Direct Sales.
Terence C. Shoreman 40 Mr. Shoreman has served as the Company's Senior Vice President - Rental Operations since May 1993. From December 1989 to May 1993 he was a Vice President of the Company's rental subsidiary.
G. Jay Arrowsmith 47 Mr. Arrowsmith has served as the Company's Vice President - Manufacturing since August 1994. From March 1994 to August 1994 he was a Vice President - Manufacturing for Fruit of the Loom. Prior to that time he was Sewing Operations Manager for Jostens Sportswear.
Robert M. Barnes 37 Mr. Barnes has served as Vice President, General Counsel and Secretary of the Company since May 1994. From January 1990 until May 1994, he was General Counsel and Secretary of the Company.
PRINCIPAL OCCUPATION FOR NAME AGE LAST FIVE YEARS
Ronald J. Harden 52 Mr. Harden has served as the Company's Controller since 1981.
EMPLOYEES
The Company had approximately 3,225 full-time employees as of January 29, 1995.
ITEM 2.
ITEM 2. PROPERTIES.
The Company's rental processing plants have the necessary equipment to clean and process uniforms and non-uniform items and also contain administrative, sales and service personnel for the market serviced by the plant. The Company owns substantially all of the machinery and equipment used in its operations and owns and leases a fleet of vehicles.
The Company believes its facilities are generally of adequate size and productive capacity to meet its current needs. The following chart provides information concerning the Company's principal facilities.
Location Type of Facility
Birmingham, Alabama**.................. Processing Plant Decatur, Alabama*...................... Processing Plant Gadsden, Alabama*...................... Sales and Service Branch Tempe, Arizona**....................... Processing Plant Fort Smith, Arkansas**................. Manufacturing Facility Long Beach, California**............... Processing Plant Long Beach, California**............... Processing Plant Ontario, California.................... Sales and Service Branch and Distribution Center San Diego, California.................. Processing Plant San Fernando, California*.............. Sales and Service Branch Union City, California*................ Processing Plant Whittier, California**................. Processing Plant Denver, Colorado*...................... Sales and Service Branch Greeley, Colorado...................... Processing Plant Atlanta, Georgia*...................... Processing Plant Atlanta, Georgia*...................... Distribution Center Freeport, Illinois*.................... Sales and Service Branch Villa Park, Illinois**................. Processing Plant Ft. Wayne, Indiana..................... Sales and Service Branch Goshen, Indiana*....................... Processing Plant Indianapolis, Indiana*................. Sales and Service Branch Muncie, Indiana........................ Processing Plant Cedar Rapids, Iowa*.................... Sales and Service Branch Charles City, Iowa*.................... Processing Plant
Location Type of Facility
Des Moines, Iowa*...................... Sales and Service Branch Glenwood, Iowa**....................... Processing Plant Duluth, Minnesota**.................... Processing Plant Eagan, Minnesota....................... Processing Plant Minneapolis, Minnesota**............... Processing Plant Concordia, Missouri*................... Manufacturing Facility Kansas City, Missouri*................. Corporate Offices Kansas City, Missouri**................ Processing Plant and Distribution Center St. Charles, Missouri**................ Manufacturing Facility University City, Missouri**............ Processing Plant Warrensburg, Missouri**............... Manufacturing Facility and Distribution Center Warsaw, Missouri**..................... Manufacturing Facility Las Vegas, Nevada*..................... Sales and Service Branch Charlotte, North Carolina*............. Sales and Service Branch Cleveland, Ohio*....................... Sales and Service Branch Lima, Ohio*............................ Sales and Service Branch Toledo, Ohio*(1)....................... Processing Plant Xenia, Ohio*........................... Sales and Service Branch Bloomsburg, Pennsylvania*.............. Processing Plant Bristol, Pennsylvania**................ Processing Plant Nashville, Tennessee**................. Sales and Service Branch Dallas, Texas*......................... Processing Plant Houston, Texas*........................ Processing Plant La Ceiba, Honduras*.................... Manufacturing Facility - --------------- * Leased for various terms expiring from fiscal 1996 to fiscal 2004. The Company expects that it will be able to renew or replace its leases on satisfactory terms. Except as otherwise noted, all other properties are owned. ** Pledged to secure certain long-term indebtedness. (1) Includes an option to purchase in 2000 upon payment of a nominal amount.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party to litigation incidental to its business, primarily involving claims for personal injury, employment claims and environmental matters as described in Item 1 above. Based on information currently available, the Company does not believe its costs with respect to pending legal matters will have a material adverse effect on the consolidated financial statements of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Information incorporated herein by reference from the information provided under the caption "Common Stock Information" and "Price Range" in the Company's Annual Report to Stockholders for the fiscal year ended January 29, 1995, page 26.
Dividends on the outstanding common stock totaled $.08 and $.07 per share in fiscal 1995 and 1994, respectively, and are paid semi-annually. The Company's principal credit agreements contain certain restrictions on dividends. At January 29, 1995, the Company had $16.5 million in unrestricted stockholders' equity available to pay future dividends.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 29, 1995, page 25.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 29, 1995, pages 8 - 11.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended January 29, 1995, pages 12 - 24.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information incorporated herein by reference from the Company's definitive proxy statement for its 1995 Annual Meeting of Stockholders under the captions "Nominees for Three-Year Terms", "Continuing Directors" and "Stock Ownership and Trading Reports", pages 5 - 7, and from Item 1, "Executive Officers of the Company", in Part I hereof.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Information incorporated herein by reference from the Company's definitive proxy statement for its 1995 Annual Meeting of Stockholders under the captions "Compensation of Directors" and "Executive Compensation and Other Information", page 6 and pages 8 - 13, except information under the captions "Board Compensation Committee Report on Executive Compensation" and "Total Market Return" are not incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information incorporated herein by reference from the Company's definitive proxy statement for its 1995 Annual Meeting of Stockholders under the caption "Stock Ownership of Certain Beneficial Owners and Management", pages 3 and 4.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information incorporated herein by reference from the Company's definitive proxy statement for its 1995 Annual Meeting of Stockholders under the caption "Related Party Transaction", page 7.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of the report:
1. Financial Statements (incorporated by reference from pages 12 - 24 of the Company's Annual Report to Stockholders for the fiscal year ended January 29, 1995).
- - Independent Auditors' Report. - - Consolidated Balance Sheets--January 29, 1995 and January 30, 1994. - - Consolidated Statements of Earnings--Years ended January 29, 1995, January 30, 1994 and January 31, 1993. - - Consolidated Statements of Stockholders' Equity--Years ended January 29, 1995, January 30, 1994 and January 31, 1993. - - Consolidated Statements of Cash Flows--Years ended January 29, 1995, January 30, 1994 and January 31, 1993. - - Notes to Consolidated Financial Statements.
2. Exhibits.
3(a) Second Restated Certificate of Incorporation and amendment thereto (incorporated by reference to Exhibit
3(a) to Amendment No. 2 to Registration Statement on Form S-1 (SEC No. 33-27969)).
3(b) Third Amended and Restated Bylaws and amendment thereto (incorporated by reference to Exhibit 3(b) to registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1990).
4(a) Specimen common stock certificate (incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 (SEC No. 33- 59628)).
4(b) Reference is made to the Fourth Article of the Second Restated Certificate of Incorporation (Exhibit 3(a) hereto), and Sections 9, 47, 48, 49 and 50 of the Third Amended and Restated Bylaws, as amended (Exhibit 3(b) hereto).
4(c) Loan and Letter of Credit Reimbursement Agreement, dated September 10, 1993, among Unitog Company, Unitog Rental Services, Inc., United Missouri Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A., including promissory notes issued thereunder (incorporated by reference to Exhibit 4(a) of Quarterly Report on Form 10-Q for the quarterly period ended August 1, 1993).
4(d) Amendment No. 1 to Loan and Letter of Credit Reimbursement Agreement, dated December 29, 1994, among Unitog Company, Unitog Rental Services, Inc., United Missouri Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A.
4(e) Trust Indenture, dated as of December 7, 1988, between Unitog Company, Unitog Rental Services, Inc., jointly and severally, and Peoples Bank and Trust Company, including specimen copy of note (incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-1 (SEC No. 33-27969)).
4(f) Amendment No. 1 to Trust Indenture, dated as of September 10, 1993, between Unitog Company, Unitog Rental Services, Inc. and Peoples Bank and Trust Company (incorporated by reference to Exhibit 4(c) of Quarterly Report on Form 10-Q for the quarterly period ended August 1, 1993).
4(g) Amendment No. 2 to Trust Indenture, dated December 29, 1994, between Unitog Company, Unitog Rental Services, Inc. and Peoples Bank and Trust Company.
4(h) Note Agreement, dated as of December 1, 1993, among Unitog Company, Unitog Rental Services, Inc. and Metropolitan Life Insurance Company, and the Note issued
thereunder (incorporated by reference to Exhibit 4(a) to Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1993).
10(a)* Employment Agreement, dated July 1, 1991, between the registrant and J. Craig Peterson (incorporated by reference to Exhibit 10(c) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(b)* Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(c)* Amendment No. 1 to Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for fiscal year ended January 30, 1994).
10(d)* Description of Management Incentive Plan (incorporated by reference to Exhibit 10(e) to registrant's Annual Report on Form 10-K for fiscal year ended January 30, 1994).
10(e)* Unitog Company Outside Director Fee/Stock Program (incorporated by reference to Exhibit B to registrant's definitive proxy statement for its 1995 Annual Meeting of Stockholders).
13 Information incorporated by reference from the Annual Report to Stockholders for the fiscal year ended January 29, 1995.
21 Subsidiaries of the registrant (incorporated by reference to Exhibit 22 of the registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1990).
23 Consent of independent public accountant.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit by Item 601 of Regulation S-K.
(b) There were no reports on Form 8-K filed during the fourth quarter of fiscal 1995.
UNITOG COMPANY AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
INDEX
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNITOG COMPANY
By: /s/ Randolph K. Rolf ------------------------- Randolph K. Rolf Chairman, President and Chief Executive Officer April 25, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ------------- -----------
/s/ Randolph K. Rolf Chairman, President April 25, 1995 - ------------------------- and Chief Executive Randolph K. Rolf Officer
/s/ J. Craig Peterson Senior Vice President April 25, 1995 - ------------------------- Finance and Adminis- J. Craig Peterson tration and Chief Financial Officer
/s/ Ronald J. Harden Controller April 25, 1995 - ------------------------- Ronald J. Harden
SIGNATURE TITLE DATE - --------- ---------- ---------
/s/ G. Kenneth Baum Director April 25, 1995 - -------------------------- G. Kenneth Baum
- -------------------------- Director April , 1995 John W. Caffry
/s/ D. Patrick Curran Director April 25, 1995 - -------------------------- D. Patrick Curran
/s/ Robert F. Hagans Director April 25, 1995 - -------------------------- Robert F. Hagans
- -------------------------- Director April , 1995 David B. Sharrock
/s/ William D. Thomas Director April 25, 1995 - -------------------------- William D. Thomas
INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE
3(a) Second Restated Certificate of Incorpora- tion and amendment thereto (incorporated by reference to Exhibit 3(a) to Amendment No. 2 to Registration Statement on Form S-1 (SEC No. 33-27969)).
3(b) Third Amended and Restated Bylaws and amendment thereto (incorporated by refer- ence to Exhibit 3(b) to registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1990).
4(a) Specimen common stock certificate (incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 (SEC No. 33-59628)).
4(b) Reference is made to the Fourth Article of the Second Restated Certificate of Incorp- oration (Exhibit 3(a) hereto), and Sec- tions 9, 47, 48, 49 and 50 of the Third Amended and Restated Bylaws, as amended (Exhibit 3(b) hereto).
4(c) Loan and Letter of Credit Reimbursement Agree- ment, dated September 10, 1993, among Unitog Company, Unitog Rental Services, Inc., United Missouri Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A., including promissory notes issued thereunder (incorporated by refer- ence to Exhibit 4(a) of Quarterly Report on Form 10-Q for the quarterly period ended August 1, 1993).
4(d) Amendment No. 1 to Loan and Letter of Credit Reimbursement Agreement, dated December 29, 1994, among Unitog Company, Unitog Rental Services, Inc., United Missouri Bank, N.A., Harris Trust and Savings Bank and NBD Bank, N.A.
4(e) Trust Indenture, dated as of December 7, 1988, between Unitog Company, Unitog Rental Services, Inc., jointly and severally, and Peoples Bank and Trust Company, including
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE
specimen copy of note (incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-1 (SEC No. 33-27969)).
4(f) Amendment No. 1 to Trust Indenture, dated as of September 10, 1993, between Unitog Company, Unitog Rental Services, Inc. and Peoples Bank and Trust Company (incorporated by reference to Exhibit 4(c) of Quarterly Report on Form 10-Q for the quarterly pe- riod ended August 1, 1993.
4(g) Amendment No. 2 to Trust Indenture, dated December 29, 1994, between Unitog Company, Unitog Rental Services, Inc. and Peoples Bank and Trust Company.
4(h) Note Agreement, dated as of December 1, 1993, among Unitog Company, Unitog Rental Services, Inc. and Metropolitan Life Insurance Company, and the Note issued thereunder (incorporated by reference to Exhibit 4(a) to Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1993).
Long-term debt instruments authorizing debt which does not exceed 10% of the total consolidated assets of the Company are not filed herewith but will be furnished on request of the Commission.
10(a) Employment Agreement, dated July 1, 1991, between the registrant and J. Craig Peterson (incorporated by reference to Ex- hibit 10(c) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(b) Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for the fiscal year ended January 26, 1992).
10(c) Amendment No. 1 to Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1994)
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE
10(d) Description of Management Incentive Plan (incor- porated by reference to Exhibit 10(e) to regis- trant's Annual Report on Form 10-K for the fiscal year ended January 30, 1994).
10(e) Unitog Company Outside Director Fee/Stock Program (incorporated by reference to Exhibit B to registrant's definitive proxy statement for its 1995 Annual Meeting of Stockholders).
13 Information incorporated by reference from the Annual Report to Stockholders for the fiscal year ended January 29, 1995.
21 Subsidiaries of the registrant (incorporated by reference to Exhibit 22 of the regis- trant's Annual Report on Form 10-K for the fiscal year ended January 28, 1990).
23 Consent of independent public accountant.