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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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)ss.240.14a-11(c) or sec.240.14a-12
UniFirst Corporationss.240.14a-12
UNIFIRST CORPORATION
(Name of Registrant as Specified In Its Charter)
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:
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UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 9, 20018, 2002
The Annual Meeting of the Shareholders of UniFirst Corporation (the
"Company") will be held at FleetBoston Financial Corporation's 2nd Floorthe Conference Center 100 Federal
Street,of Goodwin Procter LLP, located
on the second floor at Exchange Place, Boston, MA 02110 (the former BankBoston building)Massachusetts 02109-2881 on
January 9, 20018, 2002 at 10:00 A.M. for the following purposes:
1. To elect two Class IIIII Directors, each to serve for a term of three
years;years, and one Class I Director, to serve a term of one year;
2. To approve an amendment to the Company's 1996 Stock Incentive Plan
(the "Plan"), which serves to authorize the issuance of an additional
300,000 shares of common stock, $.10 par value, for issuance under the
Plan; and
3. 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 1, 20005, 2001
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.
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UNIFIRST CORPORATION
68 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
---------------------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 9, 20018, 2002
AT 10:00 A.M. AT FLEETBOSTON FINANCIAL CORPORATION'S
2ND FLOORTHE CONFERENCE CENTER 100 FEDERAL STREET,OF GOODWIN PROCTER LLP,
LOCATED ON THE SECOND FLOOR AT EXCHANGE PLACE,
BOSTON, MA 02110
------------------------MASSACHUSETTS 02109-2881
---------------------
GENERAL INFORMATION
The enclosed proxy is being solicited on behalf of the Board of Directors
of UniFirst Corporation (the "Company") for use at the 20012002 Annual Meeting of
Shareholders to be held on January 9, 20018, 2002 (the "Annual Meeting") and at any
adjournment thereof. This Proxy Statement, the enclosed proxy and the Company's
20002001 Annual Report to Shareholders are being mailed to shareholders on or about
December 1, 2000.5, 2001. Any shareholder signing and returning the enclosed proxy has
the power to revoke it by giving notice of its 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 in connection therewith.
The Board of Directors has fixed the close of business on November 17, 200016, 2001
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
9,239,8348,988,034 shares of common stock, par value $.10 per share ("Common Stock"), and
10,243,74410,232,344 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 Corporation Law of The Commonwealth of Massachusetts.
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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 Annual Meeting, two Class IIIII Directors will be elected to serve
until the 20042005 annual meeting and one Class I Director will be elected to serve
until the 2003 annual meeting, in each case until their successors are duly
elected and qualified. The Board of Directors has nominated Phillip L. CohenDonald J. Evans and
Ronald D. Croatti to be elected by holders of Common Stock and Class B Common
Stock, voting together as a separatesingle class, to serve as a Class III
DirectorII Directors and
Cynthia CroattiAnthony DiFillippo to be elected by holders of Common Stock and Class B Common
Stock, voting together as a single class, to serve as a Class IIII Director
(collectively, the "Nominees"). Anthony DiFillippo has been nominated by the
Board of Directors to fill the vacancy created by the death of Aldo Croatti.
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 eitherany of the
Nominees will be unable to serve as a Director, in the event either or bothany 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 Phillip L. Cohen. 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 Cynthia Croatti.each of the
Nominees. 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) will 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.
DIRECTOR
AGE SINCE
CLASS III DIRECTORS -- TERM EXPIRES IN 2004 (NOMINEES) --- --------
Cynthia Croatti (1)......................................... 45 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.
Phillip L. Cohen (2)........................................ 69 --
MR. COHEN was a partner with an international public
accounting firm from 1965 until his retirement in June
1994 and has been a financial consultant since that
date. He is a director and Treasurer of the Greater
Boston Convention and Visitor's Bureau and a director
of Bike Athletic Co. and Nortek, Inc.
DIRECTOR
AGE SINCE
CLASS II DIRECTORS -- TERM EXPIRES IN 20022005 AGE SINCE
- ------------------------------------------ --- --------
Ronald D. Croatti (1)....................................... 57Croatti(1)........................................ 58 1982
MR. CROATTI joined the Company in 1965. He became director
of 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 1995. Mr. Croatti has overall
responsibility for the management of the Company.
2
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DIRECTOR
AGE SINCE
CLASS II DIRECTORS -- TERM EXPIRES IN 2002 --- --------
Donald J. Evans............................................. 7475 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.
DIRECTOR
AGE SINCE
CLASS I DIRECTORS -- TERM EXPIRES IN 2003 AGE SINCE
- ----------------------------------------- --- --------
Aldo Croatti (1)............................................ 82 1950Anthony F. DiFillippo(1).................................... 74 --
MR. CROATTIDIFILLIPPO was the president of UniFirst until he
retired in 1995 and, since 1995, he has been Chairman of the Board since the
Company's incorporation in 1950 and of certain of its
predecessors since 1940.served as a
consultant to UniFirst.
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DIRECTOR
CLASS I DIRECTORS -- TERM EXPIRES IN 2003 AGE SINCE
- ----------------------------------------- --- --------
Albert Cohen (2)............................................ 7374 1989
MR. COHEN has served as director of the Company since
1989. He has been President of A.L.C.ALC 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.
DIRECTOR
CLASS III DIRECTORS -- TERM EXPIRES IN 2004 AGE SINCE
- ------------------------------------------- --- --------
Cynthia Croatti (1)......................................... 46 1995
MS. CROATTI joined the Company in 1980. She has served as
director since 1995, Treasurer since 1982 and Executive
Vice President since 2001. In addition, she has primary
responsibility for overseeing the purchasing and direct
sales functions of the Company.
Phillip L. Cohen (2)........................................ 70 2000
MR. COHEN has served as director of the Company since
November 2000. He was a partner with an international
public accounting firm from 1965 until his retirement in
June 1994 and has been a financial consultant since that
date. He is a director emeritus and former Treasurer of
the Greater Boston Convention and Visitors Bureau and a
director of Kazmaier Associates, Inc., Bike Athletic Co.
and Nortek, Inc.
- ---------------
(1) Ronald Croatti and Cynthia Croatti are the sonsiblings and daughter, respectively,
of Aldo Croatti.Anthony DiFillippo is
Marie Croatti's brother and Cynthia Croatti's uncle.
(2) The Company has designated Messrs. Albert Cohen and Phillip L. Cohen as the
Directors to be elected by the holders of Common Stock voting separately as
a single class.
SECTION 16(a)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 19992001 fiscal year, the Company believes that, during the
2001 fiscal 1999,year, all officers, Directors and greater than 10% shareholders
complied with the applicable Section 16(a) filing requirements.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held four meetings during the Company's 20002001 fiscal
year. During the 20002001 fiscal year, the Audit Committee consisted of Albert Cohen
Reynold L. Hoover and(Chairman), Donald J. Evans and Phillip Cohen, and met on twofive 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 20002001 fiscal year, the Compensation Committee consisted of Aldo
Croatti, Chairman, Albert Cohen and Donald J. Evans and met on two occasions. On
October 4, 2001, Aldo Croatti passed away. His position on the Compensation
Committee has not been filled as of the date of this proxy statement. The
Compensation Committee is
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responsible for reviewing and approving the Company's executive compensation
program. The Company does not have a standing nominating committee.
Each Director other than Aldo Croatti 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.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth as of September 30, 2000November 16, 2001 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 solely 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, 2000,October 15,
2001, 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.
PERCENTAGE OF PERCENTAGE OF
NAME OF AMOUNT AND NATURE OF ALL OUTSTANDING VOTING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) POWER(1)
----------------- ------------------------ -------------------- --------------- -------------
Estate of Aldo Croatti (2).............................. 5,447,760 27.7% 47.5%Croatti(2)............... 2,847,760 14.8% 24.4%
Ronald D. Croatti (3)Croatti(3)(4)...................... 470,085 2.4%................. 471,135 2.5% 4.2%
Cynthia Croatti (5)Croatti(5)(4)........................ 313,370................... 308,870 1.6% 2.8%
Robert L. Croatti (6)Croatti(6)(4)...................... 32,400................. 33,200 * *
Bruce Boynton(4).............................. 10,295(7)..................... 10,825 * *
John B. Bartlett (7)Bartlett(7)(4)....................... 8,050.................. 8,750 * *
Donald J. Evans (7)...........................Donald. Evans(7)........................ 1,400 * *
Albert Cohen.................................. 0 -- --Cohen............................ 1,500 * *
Phillip L. Cohen.............................. 0Cohen........................ -- --* *
Anthony DiFillippo(8)................... 50,000 * *
All Directors and executive officers as
a group(4)(1011 persons)................... 6,286,015 40.0% 54.5%................ 3,745,044 19.5% 31.5%
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* Less than 1%.
(1) The percentages have been determined in accordance with Rule 13d-3 under the
Exchange Act. As of September 30, 2000,November 16, 2001, a total of 19,663,87819,220,378 shares of
common stock were outstanding, of which 9,408,1348,988,034 were shares of Common
Stock entitled to one vote per share and 10,255,74410,232,344 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) Includes 5,299,060Aldo Croatti, the Company's Chairman of the Board, passed away on October 4,
2001. The referenced shares are now held by his estate, of which his widow,
Marie Croatti, is the executor. These shares include 2,699,060 shares of
Class B Common Stock, representing 51.7%26.4% of such class and 148,700 shares of
Common Stock, representing 1.6%17% of such class. All of the 148,700 shares of Common Stock and 2,699,060 shares of
Class B Common Stock are owned by The Aldo A. Croatti Trust - 1983, of which
Aldo Croatti is the sole trustee and a beneficiary. The remaining 2,600,000
shares of Class B Common Stock are owned by The Marie Croatti QTIP Trust, of
which Aldo Croatti is the sole trustee and the beneficiaries of which are
the wife and issue of Aldo Croatti. 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 D. Croatti owns shares of Class B Common Stock only, representing
4.6% of such class, plus the options to purchase Common Stock listed in
footnote 4. 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
Mr. Croatti is a trustee and beneficiary of The Marie Croatti QTIP Trust,
which owns 2,600,000 shares of Class B Common Stock. Mr. Croatti is a
director and minority owner of the general partner of The Croatti Family
Limited Partnership, which owns 2,600,000 shares of Class B Common Stock.
The information presented for Mr. Croatti does not include any shares owned
by The Marie Croatti QTIP Trust or The Croatti Family Limited Partnership.
(4) Includes the right to acquire pursuant to the exercise of stock options,
within 60 days after September 30, 2000,October 15, 2001, the following number of shares of
Common Stock: Ronald D. Croatti, 5251,575 shares; Cynthia Croatti, 250750 shares;
Robert L. Croatti, 4001,200 shares; Bruce Boynton, 225825 shares; John B.
Bartlett, 3501,050 shares; and all other Directors and executive officers as a
group, 2,075825 shares.
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(5) Cynthia Croatti owns shares of Class B Common Stock only, representing 3.1%3.0%
of such class, plus the options to purchase Common Stock listed in footnote
4. The information presented does not include any shares owned by Ms.
Croatti's children, as to which shares Ms. Croatti disclaims any beneficial
interest. Ms. Croatti is a trustee and beneficiary of The Marie Croatti QTIP
Trust which owns 2,600,000 shares of Class B Common Stock. Ms. Croatti is a
director and minority owner of the general partner of The Croatti Family
Limited Partnership, which owns 2,600,000 shares of Class B Common Stock.
The information presented for Ms. Croatti, does not include any shares owned
by The Marie Croatti QTIP Trust or The Croatti Family Limited Partnership.
(6) Robert L. Croatti is the nephew of Aldo Croatti and the cousin of Ronald
Croatti and Cynthia Croatti. Robert Croatti owns shares of Common Stock
only, plus the options to purchase Common Stock listed in footnote 4.
(7) Each of Messrs. Bartlett, Boynton and Evans owns shares of Common Stock
only, plus in the case of Mr. Bartlett and Mr. Boynton the options to
purchase Common Stock listed in footnote 4.
(8) Includes 7,250 shares beneficially owned by Mr. DiFillippo's spouse.
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, 2000.November 16, 2001. All information presented is based
solely on information provided by each beneficial owner.
PERCENTAGE OF PERCENTAGE OF
NAME OF
AMOUNT AND NATURE OF ALL OUTSTANDING VOTING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SHARES(1) POWER(1)
----------------- ------------------------ -------------------- --------------- -------------
Estate of Aldo Croatti(2)............................... 5,447,760 27.7% 47.5%............... 2,847,760 14.8% 24.4%
The Croatti Family Limited
Partnership(3)............................. 2,600,000 13.2% 23.3%13.5% 23.4%
The Marie Croatti(4).............................. 1,365,890 6.9% 12.2%Croatti QTIP Trust(4)......... 2,600,000 13.5% 23.4%
Marie Croatti(5)........................ 1,343,890 7.0% 12.0%
William Blair & Company, L.L.C.(5)............ 817,369 4.2%(6)...... 764,836 4.0% *
Arnhold and S. Bleichroeder, Inc.(6).......... 800,000 4.1% *
Societe Generale Asset Management Corp.(7).... 800,000 4.1%839,500 4.4% *
Dimensional Fund Advisors, Inc.(8)............ 713,650 3.6%...... 798,150 4.2% *
FleetBoston Financial Corporation(9).......... 757,281 3.9%.... 938,770 4.9% *
- ---------------
* Less than 1%.
(1) The percentages have been determined in accordance with Rule 13d-3 under the
Exchange Act. As of September 30, 1999,November 16, 2001, a total of 19,663,87819,220,378 shares of
common stock were outstanding, of which 9,408,1348,988,034 were shares of Common
Stock entitled to one vote per share and 10,255,74410,232,344 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.
5
(2) Includes 7,899,060Aldo Croatti, the Company's Chairman of the Board, passed away on October 4,
2001. The referenced shares are now held by his estate, of which his widow,
Marie Croatti, is the executor. These shares include 2,699,060 shares of
Class B Common Stock, representing 51.7%26.4% of such class and 148,700 shares of
Common Stock representing 1.6%1.7% of such class. All of the 148,700 shares of Common Stock and 2,847,760 shares of
Class B Common Stock are owned by The Aldo A. Croatti Trust - 1983, of which
Aldo Croatti is the sole trustee and a beneficiary. The remaining 2,600,000
shares of Class B Common Stock are owned by The Marie Croatti QTIP Trust, of
which Aldo Croatti is the sole trustee and the beneficiaries of which are
the wife and issue of Aldo Croatti. 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) The address of The Croatti Family Limited Partnership (the "CFLP") is c/o
UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887. The CFLP owns
shares of Class B Common Stock only, representing 25.4% of such class. The
general partner of CFLP, Croatti Management Associates, Inc. (the "General
Partner"), has sole voting and dispositive power with respect to the shares
owned by CFLP. The General Partner is owned equally by Marie Croatti, Ronald
Croatti and Cynthia Croatti, and they comprise its three directors.
(4) The address of The Marie Croatti QTIP Trust (the "Trust") is c/o UniFirst
Corporation, 68 Jonspin Road, Wilmington, MA 01887. The Trust owns shares of
Class B Common Stock only, representing 25.4% of such class. The Trustees of
the Trust are Marie Croatti, Ronald Croatti and Cynthia Croatti. The
beneficiaries of the Trust are Marie Croatti and the children of Aldo
Croatti.
(5) Includes 411,168399,168 shares of Class B Common Stock and 2,550 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 5
8
940,172 shares of Class B Common Stock, representing 9.2%
of such class, and 2,000 shares of Common Stock, representing less than one
percent of such class. Marie Croatti is the wifewidow of Aldo Croatti. Mrs.
Croatti's address is c/o UniFirst Corporation, 68 Jonspin Road, Wilmington,
Massachusetts 01887. (5)Marie Croatti disclaims beneficial interest in shares
comprising part of the estate of Aldo Croatti due solely to her position as
executor thereof. See notes (3) and (4) above for information concerning
Marie Croatti's interest in the CFLP and the Trust.
(6) The address of William Blair & Company, L.L.C. is 222 West Adams Street,
Chicago, IL 60606. William Blair & Company, L.L.C. beneficially owns shares
of Common Stock only, representing 8.7%8.5% of such class. The Company has
relied solely upon the information providedcontained in the Schedule 13G filed by
William Blair & Company, L.L.C. (6)on February 14, 2001.
(7) The address of Arnhold and S. Bleichroeder, Inc. ("Arnhold") is 1345 Avenue
of the Americas, New York, NY 10105. Arnhold beneficially owns shares of
Common Stock only, representing 8.5%9.3% of such class. Arnhold shares voting
and dispositive power over the shares listed with its investment advisory
client(s). The Company has relied solely upon information providedcontained in the
Schedule 13G filed by Arnhold.
(7) The address of Societe Generale Asset Management Corp. is 1221 Avenue of the
Americas, New York, NY 10020. Societe Generale Asset Management Corp. owns
shares of Common Stock only, representing 8.5% 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.Arnhold on February 13, 2001.
(8) The address of Dimensional Fund Advisers, Inc. ("Dimensional") is 1299 Ocean
Avenue, 11th Floor, Santa Monica, CA 90401. Dimensional beneficially owns
shares of Common Stock only, representing 7.6%8.9% of such class. Dimensional,
an investment advisor registered under the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
Investment Company Act of 1940, and serves as investment manager to certain
other investment vehicles, including commingled group trusts. (These investment companies and
investment vehicles are the "Portfolios"). In its role as
investment advisor and investment manager, Dimensional possesses both voting
and investment power over the securities of the Issuer described in this
schedule that are
owned by the Portfolios. All securities reported in this schedule are owned
by the Portfolios, and Dimensional disclaims beneficial ownership of such
securities.all securities
reported in this schedule. The Company has relied solely upon the
information contained in the Schedule 13G filed by Dimensional on February
2, 2001.
(9) The address of FleetBoston Financial Corporation is One100 Federal Street,
Boston, MA 02110. FleetBoston Financial Corporation owns shares of Common
Stock only, representing 8.0%10.4% of such class. The Company has relied solely
upon the information provided bycontained in the Schedule 13G filed FleetBoston
Financial Corporation.Corporation on February 14, 2001.
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9
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 (the "Named Executive Officers") during 20002001 for each of
the three fiscal years ended August 26, 2000,25, 2001, for services rendered in all
capacities to the Company.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
----------------
ANNUAL COMPENSATION(1) SECURITIES ALL OTHER
NAME AND --------------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS (SHARES) (2)($)
------------------- --------------------------- ---- --------- -------- ---------------- ------------
Ronald D. Croatti................... 2000 324,351 36,717Croatti.......................... 2001 340,447 61,280 2,100 16,51121,436
Vice Chairman of the Board, 1999 313,789 0 0 12,3302000 319,281 36,717 2,100 23,387
Chief Executive Officer and President 1998 294,991 53,091 0 11,737
Aldo Croatti........................ 2000 200,850 23,098 0 8,079
Chairman of the Board 1999 200,850308,718 0 0 12,330
1998 200,850 36,153 0 11,737
Robert L. Croatti................... 2000 250,968 28,278 1,600 14,61719,403
Cynthia Croatti............................ 2001 215,367 38,766 1,000 21,874
Executive Vice President and Treasurer 2000 129,087 14,845 1,000 15,538
1999 239,306118,020 0 0 12,330
1998 222,734 40,08616,611
Robert L. Croatti.......................... 2001 263,065 47,352 1,600 23,655
Executive Vice President 2000 245,898 28,278 1,600 21,500
1999 234,236 0 11,7370 19,403
John B. Bartlett.................... 2000 221,292 24,866Bartlett........................... 2001 228,467 41,124 1,400 13,83221,735
Senior Vice President 1999 208,830 0 0 12,3302000 216,222 24,866 1,400 20,708
and Chief Financial Officer 1998 189,818 34,1621999 203,759 0 11,7370 19,403
Bruce P. Boynton....................Boynton........................... 2001 185,622 33,412 1,100 19,865
Senior Vice President 2000 181,771176,707 20,321 1,100 12,789
Vice President, Operations19,665
1999 168,400163,329 0 0 143,153(3)
1998 148,876 26,805 0 11,737150,125(3)
- ---------------
(1) Perquisites and other personal benefits paid to each named executive officer
in each instance aggregated less than 10% of the total annual salary and
bonus set forth in the columns entitled "Salary" and "Bonus" for each named
executive officer.
(2) Amounts shown for each named executive officer also includes car allowance
of $5,070 for 1999, $5,070 for 2000 and $5,240 for 2001. Amounts shown for
each named executive officer in 1998 and 1999 also represent the Company's
contributions to the named executive officer's account under the Company's
Profit Sharing Plan. For 2000 and 2001, the amount shown for each named
executive officer represents the sum of (i) the Company's matching
contribution to the named executive officer's 401(k) account and (ii) the
Company's contributions to the named executive officer's account under the
Company's Profit Sharing Plan. The respective amounts for each named
executive officer are as follows: with respect to 2000 -- Ronald D. Croatti,
$6,538$8,432 and $8,079; Aldo$9,885; Cynthia Croatti, $0$3,470 and $8,079;$6,998; Robert L. Croatti,
$6,538$6,545 and $8,079;$9,885; John B. Bartlett, $5,753 and $8,079;$9,885; and Bruce P.
Boynton, $3,470 and $9,885, and, with respect to 2001 - Ronald D. Croatti,
$8,481 and $7,715; Cynthia Croatti, $9,209 and $7,426; Robert L. Croatti,
$10,700 and $7,715; John B. Bartlett, $5,753 and $7,715; and Bruce P.
Boynton, $4,710 and $8,079.$7,715.
(3) Includes $131,457 paid in connection with the named executive officer's
relocation from Canada to the corporate headquarters in Wilmington, MAMassachusetts in
1999.
7
10
OPTION GRANTS WITH RESPECT TO FISCAL YEAR 20002001
The following table sets forth the options granted with respect to the
fiscal year ended August 26, 200025, 2001 to the Company's Named Executive Officers.
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL REALIZABLE
-------------------------------------------------------PERCENT OF VALUE OF ASSUMED
NUMBER OF PERCENT OF ANNUAL
SECURITIES TOTAL OPTIONS ANNUAL RATES OF STOCK
PRICE
UNDERLYINGSECURITIES GRANTED TO PRICE APPRECIATION FOR
OPTIONSUNDERLYING EMPLOYEES EXERCISE OPTION TERM(1)
GRANTEDOPTIONS FOR FISCAL PRICE EXPIRATION --------------------------------------------
NAME (#)GRANTED(#) YEAR 2000 ($/SH) DATE 5% 10%
- ---- ---------- ------------- --------------- -------- ---------- --------- ------------------- ----------
Ronald D. Croatti.................Croatti.... 2,100 3.6% $15.13 08/31/07 $15,165 $36,323
Aldo Croatti...................... -- -- -- -- -- --$10.0625 11/03/08 $10,089 $24,165
Cynthia Croatti...... 1,000 1.7% $10.0625 11/03/08 $ 4,804 $11,507
Robert L. Croatti.................Croatti.... 1,600 2.8% $15.13 08/31/07 $11,554 $27,675$10.0625 11/03/08 $ 7,687 $18,412
John B. Bartlett..................Bartlett..... 1,400 2.4% $15.13 08/31/07 $10,110 $24,215$10.0625 11/03/08 $ 6,726 $16,110
Bruce B. Boynton..................Boynton..... 1,100 1.9% $15.13 08/31/07$10.0625 11/03/08 $ 7,944 $19,0265,285 $12,658
- ---------------
(1) This column shows the hypothetical gain or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full 8-year term of the options. The 5% and 10% assumed rates
of appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of
future Common Stock prices. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses associated
with the exercise of the option or the sale of the underlying shares or
reflect non-transferability, vesting or termination provisions. The actual
gains, if any, on the exercises of stock options will depend on the future
performance of the Common Stock.
OPTION EXERCISES AND YEAR-END HOLDINGS
The following table sets forth information concerning the number and value
of unexercised options to purchase Common Stock of the Company held by the Named
Executive Officers who held such options at August 26, 2000.25, 2001. No Named Executive
Officer of the Company exercised any options to purchase Common Stock during
2000.2001.
AGGREGATED FISCAL YEAR-END 20002001 OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
AUGUST 26, 2000(#)25, 2001(#) AUGUST 26, 2000($25, 2001($)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
Ronald D. Croatti................................Croatti..................... 525 1,575 0 0
Aldo Croatti..................................... -- -- -- --3,675 $722 $15,684
Cynthia Croatti....................... 250 1,750 $344 $ 7,469
Robert L. Croatti................................Croatti..................... 400 1,200 0 02,800 $550 $11,950
John B. Bartlett.................................Bartlett...................... 350 1,050 0 02,450 $481 $10,456
Bruce B. Boynton.................................Boynton...................... 275 825 0 01,925 $378 $ 8,216
- ---------------
(1) None of the Named Executive Officers holds any in-the-money options.
8
11
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
8
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 two2.4 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.
AVERAGE ANNUAL RETIREMENT
AVERAGE COMPENSATION(1) BENEFIT(2)
- -------------------------------------- -----------------
$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.......................................$150,000.................................................... $30,000
$200,000.................................................... $40,000
$250,000.................................................... $50,000
$325,000....................................... $54,167
$350,000....................................... $58,333$300,000.................................................... $60,000
$350,000.................................................... $70,000
- ---------------
(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 consistsconsisted of Albert Cohen and Donald J. Evans,
two Directors who are not employees of the Company, and Aldo Croatti, Chairman.
On October 4, 2001, Aldo Croatti passed away. His position on the Compensation
Committee has not been filled as of the date of this proxy statement. 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 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. In addition, infor fiscal 20002001 the Company issued options to purchase
a total of approximately 58,000 shares to over 90 officers, general managers and
other management personnel. Although the Company's fiscal year ends in August,
compensation decisions generally are made on a calendar year basis.
9
12
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.
9
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 20002001 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 19992001 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 19992001 fiscal year and his leadership of the Company, Mr. Croatti's
20002001 calendar year base salary was established at $322,400,$350,000, an increase of 2.9%8.6%
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 2000,year 2001 and until his
death on October 4, 2001, a member of the Compensation Committee. The Company is
not aware of any compensation committee interlocks.
10
13
REPORT OF AUDIT COMMITTEE
The Audit Committee has:
-
- Reviewed and discussed the audited financial statements with management.
-
- Discussed with the independent auditors the matters required to be
discussed by SAS 61.
-
- Received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1, and has
discussed with the independent auditors the auditors' independence.
-
- Based on the review and discussions above, recommended to the Board of
Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the last fiscal year for filing
with the Securities and Exchange Commission.
The Board of Directors has determined that the members of the Audit
Committee are independent.independent as defined in Sections 303.01(B)(2)(a) and (3) of the
New York Stock Exchange's listing standards. The Board of Directors and the
Audit Committee adopted a written charter of the Audit Committee in 2000, which
they revised in 2001. The amended and restated Audit Committee charter is
included as Appendix A to this proxy statement.
During the fiscal year ended August 25, 2001, the Company paid the
following fees to Arthur Andersen LLP, the company's principal accountants:
Audit Fees -- $230,000; Financial Information Systems Design and Implementation
Fees -- $70,000; All Other Fees -- $165,000.
The Audit Committee has adopted a written charter. The charterconsidered whether the provision of the non-audit
services above is included as Exhibit A to this proxy statement.compatible with maintaining the auditor's independence and
concluded that it is.
Members of the Audit Committee:
Albert Cohen, Chairman
Donald J. Evans
ReynoldPhillip L. HooverCohen
11
14
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the 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 peer group is composed of
Cintas Corporation, G & K Services, Inc. and Angelica Corporation. The
calculation of cumulative total shareholder return assumes a $100 investment in
the Common Stock, the peer group and the S&P 500 Stock Index on August 31, 1995.1996.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIFIRST CORPORATION,
THE S&P 500 INDEX AND A PEER GROUP
[CHART]
8/95 8/- ----------------------------------------------------------------------------------------------------------------
Aug. 96 8/Aug. 97 8/Aug. 98 8/Aug. 99 8/Aug. 00 ---- ---- ---- ---- ---- ----Aug. 01
- ----------------------------------------------------------------------------------------------------------------
UniFirst Corporation 100.00 148.64 175.06 184.60 111.55 75.74117.77 124.19 75.05 50.96 84.86
- ----------------------------------------------------------------------------------------------------------------
S & P 500 100.00 118.73 167.00 180.51 252.40 293.59140.65 152.03 212.58 247.27 186.97
- ----------------------------------------------------------------------------------------------------------------
Peer Group 100.00 138.72 173.49 205.19 244.90 281.60125.07 147.92 176.54 203.00 226.63
- ----------------------------------------------------------------------------------------------------------------
* $100 INVESTED ON 08/31/9596 IN STOCK OR INDEX --- INCLUDING REINVESTMENT OF
DIVIDENDS.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the 2001 fiscal year, the Company paid consulting fees of
approximately $35,500 to Anthony F. DiFillippo, director nominee.
The Company retained during the 20002001 fiscal year, and proposes to retain
during the 20012002 fiscal year, the law firm of Goodwin Procter & Hoar LLP. Donald J.
Evans, a Director of the Company, was formerly a partner of the
12
law firm of Goodwin Procter & Hoar LLP. Raymond C. Zemlin, the Secretary and Clerk of
the Company, is the sole shareholder of Raymond C. Zemlin, P.C., which is a
partner in the law firm of Goodwin Procter & Hoar LLP.
12
15
DIRECTOR COMPENSATION
Each Director who is not an employee of the Company receives a director's
fee of $10,000 per year, $1,250$1,375 per directors' meeting attended and $250 per
directors' meeting and committee meeting attended by telephone. A Director who
is also an employee of the Company receives no director's fees.
2. STOCK OPTION PLAN
GENERAL
On July 12, 2001, the Company's Board of Directors voted to amend the
Company's 1996 Stock Incentive Plan (the "Plan") and approved submission of the
amendment to the shareholders of the Company for their approval. The Plan was
initially adopted by the Board of Directors in November 6, 1996 and approved by
the shareholders on January 14, 1997. The amendment to the Plan (the
"Amendment") increases the number of shares available for issuance under the
Plan from 150,000 to 450,000. A copy of the Plan may be obtained upon written
request to the Company's Corporate Secretary at the address listed on page 2.
RECOMMENDATION
The Board of Directors believes that stock option and other stock-based
incentive awards can play an important role in the success of the Company by
encouraging and enabling the officers and other employees of the Company and its
subsidiaries upon whose judgment, initiative and efforts the Company largely
depends on for the successful conduct of its business to acquire a proprietary
interest in the Company. The Board of Directors believes that providing such
persons with a direct stake in the Company assures a closer identification of
the interests of participants in the Plan with those of the Company, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company. On July 12, 2001, the Board of Directors determined
that shares of common stock then remaining available for issuance pursuant to
new awards under the Plan were insufficient to provide for the continued proper
compensation and incentivization of the Company's officers and employees. The
Board of Directors believes that this Amendment to increase the number of shares
of common stock authorized for issuance under the Plan is necessary to ensure
that a sufficient reserve of common stock is available under the Plan.
SUMMARY OF THE PLAN
The following description of certain features of the Plan, including the
proposed Amendment, is intended to be a summary only. The summary is qualified
in its entirety by the full text of the Plan, which has been previously filed
with the Securities and Exchange Commission.
Shares Subject to the Plan. An aggregate of 150,000 shares of common stock
was originally reserved for issuance under the Plan. The Amendment increases the
number of shares of Common Stock subject to options under the Plan to 450,000
shares of Common Stock, an increase of 300,000 shares.
Plan Administration; Eligibility. The Board of Directors or a committee
thereof appointed by the Board (such committee, or the Board acting in such
capacity, the "Committee") has full power to select, from among the persons
eligible for awards, the individuals to whom awards will be granted, to make any
combination of awards to participants, and to determine the specific terms and
conditions of each award, subject to the provisions of the Plan. Persons
eligible to participate in the Plan will be such officers and other
13
employees of the Company and its subsidiaries who are responsible for or
contribute to the management, growth or profitability of the Company and its
subsidiaries, as selected from time to time by the Committee.
Stock Options. The Plan permits the granting of both (i) options to
purchase common stock intended to qualify as incentive stock options ("Incentive
Stock Options") under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and (ii) options that do not so qualify ("Non-Qualified
Options") to officers or other employees of the Company or any subsidiary. The
option exercise price of each option will be determined by the Committee but may
not be less than 100% of the fair market value of the Common Stock on the date
of grant in the case of Incentive Stock Options. The term of each option will be
fixed by the Committee and may not exceed ten years from date of grant in the
case of an Incentive Stock Option. The Committee will determine at what time or
times each option may be exercised and, subject to the provisions of the Plan,
the period of time, if any, after retirement, death, disability or termination
of employment during which options may be exercised. Options may be made
exercisable in installments, and the exercisability of options may be
accelerated by the Committee. Upon exercise of options, the option exercise
price must be paid in full either in cash or by certified or bank check or other
instrument acceptable to the Committee or, if the Committee so permits, by
delivery of shares of Common Stock that are not then subject to restrictions
under any Company Plan and that have been beneficially owned by the optionee for
at least six months. Such shares will be valued at their fair market value on
the exercise date. The exercise price may also be delivered to the Company by a
broker pursuant to irrevocable instructions to the broker from the optionee.
At the discretion of the Committee, stock options granted under the Plan
may include a "re-load" feature pursuant to which an optionee exercising an
option by the delivery of shares of Common Stock would automatically be granted
an additional stock option (with an exercise price equal to the fair market
value of the Common Stock on the date the additional stock option is granted) to
purchase that number of shares of Common Stock equal to the number delivered to
exercise the original stock option. The purpose of this feature is to enable
participants to maintain any equity interest in the Company without dilution. To
qualify as Incentive Stock Options, options must meet additional Federal tax
requirements, including limits on the value of shares subject to Incentive Stock
Options which first become exercisable in any one calendar year, and a shorter
term and higher minimum exercise price in the case of certain large
stockholders.
Stock Appreciation Rights. The Committee may also grant stock appreciation
rights ("SARs") entitling the recipient, upon exercise, to receive an amount in
cash or shares of Common Stock, or a combination thereof, having a value equal
to the excess of the fair market value on the date of exercise of one share of
Common Stock over the exercise price per share set by the Committee at the time
of grant (or over the option exercise price per share if the SAR was granted in
tandem with a Stock Option) times the number of shares of Common Stock with
respect to which the SAR is exercised. This amount may be paid in cash, Common
Stock, or a combination thereof, as determined by the Committee. SARs may be
granted independently or in tandem with the grant of a stock option. If the SAR
is granted in tandem with a stock option, exercise of the SAR cancels the
related option to the extent of such exercise.
Restricted Stock. The Committee may also award shares of Common Stock to
officers and other employees subject to such conditions and restrictions as the
Committee may determine ("Restricted Stock"). These conditions and restrictions
may include the achievement of certain performance goals and/or continued
employment with the Company through a specified restricted period. The purchase
price, if any, of shares of Restricted Stock will be determined by the
Committee. Recipients of Restricted Stock must enter into a Restricted Stock
Award Agreement with the Company, in such form as the Committee determines. The
Committee at the time of grant shall specify the restrictions to which the
shares are subject and the date or dates on which the restrictions will lapse
and the shares become vested. The Committee may at any time waive such
restrictions or accelerate such dates. If a participant who holds shares of
Restricted Stock terminates employment for any reason (including death) prior to
the vesting of such Restricted Stock, the
14
Company shall have the right to repurchase the shares or to require their
forfeiture if acquired at no cost, from the participant or participant's legal
representative. Prior to the vesting of Restricted Stock, the participant will
have all rights of a stockholder with respect to the shares, including voting
and dividend rights, subject only to the conditions and restrictions set forth
in the Plan or in the Restricted Stock award agreement.
Unrestricted Stock. The Committee may also grant shares to any officers or
other employees of the Company or any subsidiary (at no cost or for a purchase
price determined by the Committee) which are free from any restrictions under
the Plan ("Unrestricted Stock").
Performance Share Awards. The Committee may also grant awards to officers
or other employees entitling the recipient to receive shares of Common Stock
upon the achievement of specified performance goals and such other conditions as
the Committee shall determine ("Performance Share Awards"). Except as otherwise
determined by the Committee, rights under a Performance Share Award will
terminate upon a participant's termination of employment. Performance Shares may
be awarded independently or in connection with stock options or other awards
under the Plan.
Adjustments for Stock Dividends, Mergers, Etc. The Committee will make
appropriate adjustments in outstanding awards to reflect stock dividends, stock
splits and similar events. In the event of a merger, liquidation, sale of the
Company or similar event, the Committee, in its discretion, may provide for
substitution or adjustments or may (subject to the provisions described below
under "Change of Control Provisions") accelerate or, upon payment or other
consideration for the vested portion of any awards as the Committee deems
equitable in the circumstances, terminate such awards.
Tax Withholding. Plan participants are responsible for the payment of any
Federal, state or local taxes which the Company is required by law to withhold
from the value of any award. The Company may deduct any such taxes from any
payment otherwise due to the participant. Participants may elect to have such
tax obligations satisfied either by authorizing the Company to withhold shares
of stock to be issued pursuant to an award under the Plan or by transferring to
the Company shares of Common Stock having a value equal to the amount of such
taxes.
Amendments and Termination. The Board of Directors may at any time amend
or discontinue the Plan and the Committee may at any time amend or cancel
outstanding awards (or provide substitute awards at the same or a reduced
exercise price, or with no exercise or purchase price) for the purpose of
satisfying changes in the law or for any other lawful purpose. However, no such
action may be taken which adversely affects any rights under outstanding awards
without the holder's consent. Further, Plan amendments shall be subject to
approval by the Company's stockholders if and to the extent required by the Code
to ensure that Incentive Stock Options are qualified under Section 422 of the
Code.
Change of Control Provisions. The Plan provides that in the event of a
"Change of Control" (as defined in the Plan) of the Company, all stock options
SARs and Performance Share Awards shall automatically become fully exercisable.
Restrictions and conditions on awards of Restricted Stock shall automatically be
deemed waived. In addition, at any time prior to or after a Change of Control,
the Committee may accelerate awards and waive conditions and restrictions on any
awards to the extent it may determine appropriate.
TAX ASPECTS UNDER THE U.S. INTERNAL REVENUE CODE
The following is a summary of the principal Federal income tax consequences
of option grants under the Plan. It does not describe all Federal tax
consequences under the Plan, nor does it describe state or local tax
consequences.
Incentive Options. Under the Code, an employee will not realize taxable
income by reason of the grant or the exercise of an Incentive Option. If an
employee exercises an Incentive Option and does not dispose of
15
the shares until the later of (a) two years from the date the option was granted
or (b) one year from the date the shares were transferred to the employee, the
entire gain, if any, realized upon disposition of such shares will be taxable to
the employee as long-term capital gain, and the Company will not be entitled to
any deduction. If an employee disposes of the shares within such one-year or
two-year period in a manner so as to violate the holding period requirements (a
"disqualifying disposition"), the employee generally will realize ordinary
income in the year of disposition, and the Company will receive a corresponding
deduction, in an amount equal to the excess of (1) the lesser of (x) the amount,
if any, realized on the disposition and (y) the fair market value of the shares
on the date the option was exercised over (2) the option price. Any additional
gain realized on the disposition of the shares acquired upon exercise of the
option will be long-term or short-term capital gain and any loss will be
long-term or short-term capital loss depending upon the holding period for such
shares. The employee will be considered to have disposed of his shares if he
sells, exchanges, makes a gift of or transfers legal title to the shares (except
by pledge or by transfer on death). If the disposition of shares is by gift and
violates the holding period requirements, the amount of the employee's ordinary
income (and the Company's deduction) is equal to the fair market value of the
shares on the date of exercise less the option price. If the disposition is by
sale or exchange, the employee's tax basis will equal the amount paid for the
shares plus any ordinary income realized as a result of the disqualifying
distribution. The exercise of an Incentive Option may subject the employee to
the alternative minimum tax.
Special rules apply if an employee surrenders shares of Common Stock in
payment of the exercise price of his Incentive Option.
An Incentive Option that is exercised in accordance with its terms by an
employee more than three months after an employee's employment terminates will
be treated as a Non-Qualified Option for Federal income tax purposes. In the
case of an employee who is disabled, the three-month period is extended to one
year and in the case of an employee who dies, the three-month employment rule
does not apply.
Non-Qualified Options. There are no Federal income tax consequences to
either the optionee, or the Company on the grant of a Non-Qualified Option. On
the exercise of a Non-Qualified Option, the optionee has taxable ordinary income
equal to the excess of the fair market value of the Common Stock received on the
exercise date over the option price of the shares. The optionee's tax basis for
the shares acquired upon exercise of a Non-Qualified Option is increased by the
amount of such taxable income. The Company will be entitled to a Federal income
tax deduction in an amount equal to such excess. Upon the sale of the shares
acquired by exercise of a Non-Qualified Option, the optionee will realize
long-term or short-term capital gain or loss depending upon his or her holding
period for such shares.
Special rules apply if an optionee surrenders shares of Common Stock in
payment of the exercise price of a Non-Qualified Option.
Parachute Payments. The exercise of any portion of any option that is
accelerated due to the occurrence of a change of control may cause a portion of
the payments with respect to such accelerated options to be treated as
"parachute payments" as defined in the Code. Any such parachute payments may be
non-deductible to the Company, in whole or in part, and may subject the
recipient to a non-deductible 20% federal excise tax on all or portion of such
payment (in addition to other taxes ordinarily payable).
Limitation on Company's Deductions. As a result of Section 162(m) of the
Code, the Company's deduction for certain awards under the Plan may be limited
to the extent that the Chief Executive Officer or other executive officer whose
compensation is required to be reported in the summary compensation table
receives compensation (other than performance-based compensation) in excess of
$1 million a year.
It is not possible to determine at this time the awards that will be
granted in connection with the additional shares of Common Stock to be reserved
for issuance under the Plan pursuant to the foregoing
16
amendment. As of the date of this proxy statement, no such awards have been made
to any of the Named Executive Officers, current Executive Officers or current
Directors of the Company.
VOTE REQUIRED
The Amendment is being submitted for stockholder approval pursuant to (i)
rules of the New York Stock Exchange and (ii) for purposes of Section 422 of the
Code.
The Board of Directors has determined that the Amendment is in the best
interests of the Company and its stockholders and has approved the Amendment.
The Board of Directors recommends that stockholders vote for the approval of the
Amendment. The Amendment to the Plan will not take effect unless it is approved
by the affirmative vote of a majority of the votes cast by the holders of the
shares of Common Stock and Class B Common Stock, voting as a single class,
represented and entitled to vote at the Annual Meeting provided that the total
votes cast on the proposal represents over 50% in interest of all securities
entitled to vote on the proposal. Consistent with applicable law, the Company
intends to count abstentions and broker non-votes for the purpose of determining
the presence or absence of a quorum for the transaction of business, and
abstentions will also count in determining total votes cast. Any share not voted
(whether by broker non-vote or otherwise) will have no impact on the proposal
for approval of the Amendment, except to the extent that the failure to vote
results in less than 50% in interest of all securities entitled to vote actually
casting votes.
3. 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
ManagementThe Board of Directors has selected the firm of Arthur Andersen LLP
("Andersen"), independent public accountants, to serve as auditors for the 2002
fiscal year ending August 25, 2001.
Arthuryear. 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 20022003 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 3, 2001.5, 2002. 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 20022003 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
17
nomination and the related required information to the Company no earlier than
September 13, 200110, 2002 and no later than October 28, 2001.25, 2002.
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 1, 2000
135, 2001
18
16
EXHIBITAPPENDIX A
UNIFIRST CORPORATION
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
I. GENERAL STATEMENT OF PURPOSE
The Audit Committee of the Board of Directors (the "Audit Committee") of
UniFirst Corporation (the 'Company'"Company") assists the Board of Directors (the
"Board") in general oversight and monitoring of management's and the independent
auditor's participation in the Company's financial reporting process and of the
Company's procedures for compliance with legal and regulatory requirements.process. The
primary objective of the Audit Committee in fulfilling these responsibilities is
to promote and preserve the integrity of the Company's financial statements and
the independence and performance of the Company's external independent auditor.
II. AUDIT COMMITTEE COMPOSITION
The Audit Committee shall consist of at least three members who shall be
appointed annually by the Board and shall satisfy the qualification requirements
set forth in Sections 303.01 and 303.02 of the New York Stock Exchange Listed
Company Manual. The Board shall designate one member of the Audit Committee to
be Chairman of the committee.
III. MEETINGS
The Audit Committee generally is to meet four times per year in person or
by telephone conference call, with any additional meetings as deemed necessary
by the Audit Committee.
IV. AUDIT COMMITTEE ACTIVITIES
The principal activities of the Audit Committee will generally include the
following:
A. REVIEW OF CHARTER
- Review and reassess the adequacy of this Charter annually and submit it
to the Board for approval.
B. AUDITED FINANCIAL STATEMENTS AND ANNUAL AUDIT
- Review the overall audit plan (both external and internal) with the independent auditor and the
members of management who are responsible for
maintaining the Company's accounts and preparing the Company's
financial statements, including the Company's Chief Financial Officer
and/or principal accounting officer or principal financial officer (the
Chief Financial Officer and such other officer or officers are referred
to herein collectively as the "Senior Accounting Executive").
- Review and discuss with management (including the Company's Senior
Accounting Executive) and with the independent auditor:
(i) the Company's annual audited financial statements, including
any significant financial reporting issues which have arisen in
connection with the preparation of such audited financial statements;
(ii) the adequacy of the Company's internal financial reporting
controls that could significantly affect the integrity of the Company's
financial statements; and
A-1
(iii) major changes in and other questions regarding accounting and
auditing principles and procedures; and
A-1
17
(iv) the effectiveness of the Company's internal audit process
(including evaluations of its Senior Accounting Executive and any other
relevant personnel).procedures.
- Review and discuss with the independent auditor (outside of the presence
of management) how the independent auditor plans to handle its
responsibilities under the Private Securities Litigation Reform Act of
1995, and receive assurance from the auditor that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been implicated.1995.
- Review and discuss with the independent auditor (outside of the presence
of management) any problems or difficulties that the auditor may have
encountered with management or others and any management letter provided
by the auditor and the Company's response to that letter. This review
shall include considering:
(i)considering any difficulties encountered by the auditor in
the course of performing its audit work, including any restrictions on
the scope of its activities or its access to information; and
(ii) any changes required by the auditor in the scope or performance
of the Company's internal audit.
- Review and discuss major changes to the Company's auditing and accounting
principles and practices as may be suggested by the independent auditor
or management.
- Discuss with the independent auditor such issues as may be brought to the
Audit Committee's attention by the independent auditor pursuant to
Statement on Auditing Standards No. 61 ("SAS 61").
- Based on the Audit Committee's review and discussions (1) with management
of the audited financial statements, (2) with the independent auditor of
the matters required to be discussed by SAS 61, and (3) with the
independent auditor's concerning the independent auditor's independence,
make a recommendation to the Board as to whether the Company's audited
financial statements should be included in the Company's annual Report on
Form 10-K.
- Request that the independent auditor provide the Audit Committee with the
written disclosures and the letter required by Independence Standards
Board Standard No. 1, and review and discuss with the independent auditor
the independent auditor's independence.
- Prepare the Audit Committee report required by Item 306 of Schedule 14ARegulation S-K
of the Securities Exchange Act of 1934 (or any successor provision) to be
included in the Company's annual proxy statement.
C. UNAUDITED QUARTERLY FINANCIAL STATEMENTS
- Review and discuss with management and the independent auditor the
Company's quarterly financial statements. Such review shall include
discussions by the Chairman of the Audit Committee or the Audit Committee
with the independent auditor of such
issues as may be brought to the Chairman's or Audit Committee's attention
by the independent auditor pursuant to Statement on Auditing Standards
No. 71.
D. MATTERS RELATING TO SELECTION, PERFORMANCE AND INDEPENDENCE OF
INDEPENDENT AUDITOR
- Recommend to the Board the appointment of the independent auditor.
- Instruct the independent auditor that the independent auditor's ultimate
accountability is to the Board and the Audit Committee.
A-2
18
- Evaluate on an annual basis the performance of the independent auditor
and, if necessary in the judgementjudgment of the Audit Committee, recommend that
the Board replace the independent auditor.
- Recommend to the BoardReview on an annual basis the fees to be paid to the independent auditor.
- RequireRequest that the independent auditor provide the Audit Committee with the
written disclosures and the letter required by the Independent Standards
Board Standard No. 1, as may be modified or supplemented, require that
the independent auditor submit to the Audit Committee on a periodic reports regarding the auditor's independence, which reports
shall include but not be limited tobasis
a formal written statement setting
forthdelineating all relationships between the
independent auditor and the Company, or any of its officers or directors. The Audit Committee shall discuss
such reports with the independent auditor
any disclosed relationships or services that may impact the objectivity
and if necessary in the
judgmentindependence of the Audit Committee, the committee shallindependent auditor and based on such discussion
take or recommend that the Board take appropriate action in response to ensure the
independenceindependent auditor's report to satisfy itself of the auditor
or replace the auditor.independent
auditor's independence.
A-2
E. MATTERS RELATING TO THE INDEPENDENCE OF THE AUDIT COMMITTEE
- Periodically review the independence of each member of the Audit
Committee and promptly bring to the attention of management and the Board
any relationships or other matters that may in any way compromise or
adversely affect the independence of any member of the Audit Committee or
any member's ability to assist the Audit Committee in fulfilling its
responsibilities under this Charter, including any such relationship or
other matter that may have caused or may in the future cause the Company
to fail to comply with the requirements set forth in Sections 303.01 and
303.02 of the New York Stock Exchange Listed Company Manual.
F. GENERAL
- The Audit Committee may be requested by the Board to review or
investigate on behalf of the Board activities of the Company or of its
employees, including compliance with laws, regulations or Company
policies.
- PerformThe Audit Committee may consider the matters referred to in Item 9(e)(4)
of Regulation 14A of the Securities Exchange Act of 1934 (or any
successor provision) in performing its oversight function hereunder. The
Audit Committee may perform such other oversight functions as may be
requested by the Board.Board from time to time.
- In performing its responsibilities, the Audit Committee shall be entitled
to rely upon advice and information that it receives in its discussions
and communications with management, and the independent auditor.auditor and such
experts, advisors and professionals consulted with by the Audit
Committee. The Audit Committee shall have the authority to retain special
legal, accounting or other professionals to render advice to the
committee. The Audit Committee shall have the authority to request that
any officer or employee of the Company, the Company's outside legal
counsel, the Company's independent auditor or any other professional
retained by the Company to render advice to the Company attend a meeting
of the Audit Committee or meet with any members of or advisors to the
Audit Committee.
- Notwithstanding the responsibilities and powers of the Audit Committee
set forth in this Charter, the Audit Committee does not have the
responsibility of planning or conducting audits of the Company's
financial statements or determining whether or not the Company's
financial statements are complete, accurate and in accordance with
generally accepted accounting principles. Such responsibilities are the
duty of management and, to the extent of the independent auditor's audit
responsibilities, the independent auditor. It also is not the duty of the
Audit Committee to resolve disagreements, if any, between management and
the independent auditor or to ensure compliance with laws, regulations or
Company policies.
A-3
19
0536-PS-2001536-PS-01
20
UNIFIRST CORPORATION
C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEENOMINEES SET FORTH IN PROPOSAL
1 BELOW.
1. ELECTION OF TWO CLASS II DIRECTORS and ONE CLASS I DIRECTOR
NOMINEE: CYNTHIARONALD D. CROATTI AND DONALD J. EVANS (CLASS II) AND ANTHONY
DIFILLIPPO (CLASS I)
WITHHELD
FOR WITHHELD
NOMINEEALL FROM
NOMINEES NOMINEES
[ ] [ ]
FROM
NOMINEE[ ] ______________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. APPROVAL OF AMENDMENT TO THE UNIFIRST 1996 STOCK INCENTIVE PLAN
FOR AGAINST
[ ] [ ]
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: --------------------------------------------- -----------------___________________________
23
21
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 RAYMOND C. ZEMLIN, 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 FleetBoston Financial Corporation, 2nd Floor Conference Center 100
Federal Street,of Goodwin Procter LLP, located on the second floor at
Exchange Place, Boston, Massachusetts 02110,02109-2881, on Tuesday, January 9, 20018, 2002 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 26, 2000.25, 2001.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNIFIRST
CORPORATION. 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 NOMINEENOMINEES LISTED IN PROPOSAL 1 AND FOR THE APPROVAL
OF THE AMENDMENT TO THE PLAN LISTED IN PROPOSAL 2, 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 (PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY SEE REVERSE
SIDE IN THE ENCLOSED ENVELOPE.) SIDE
24
22
UNIFIRST CORPORATION
C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEENOMINEES SET FORTH IN PROPOSAL
1 BELOW.
1. ELECTION OF TWO CLASS II DIRECTORS AND ONE CLASS I DIRECTORS.DIRECTOR.
NOMINEE: CYNTHIARONALD D. CROATTI AND PHILLIP L. COHENDONALD J. EVANS (CLASS II) AND ANTHONY
DIFILLIPPO (CLASS I)
FOR WITHHELD
ALL WITHHELDFROM
NOMINEES NOMINEES
[ ] [ ]
FROM[ ] ______________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. APPROVAL OF AMENDMENT TO THE UNIFIRST 1996 STOCK INCENTIVE PLAN
FOR AGAINST
[ ] -------------------------------------------------
For all 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: --------------------------------------------- -----------------_____________________________
25
23
DETACH HERE
PROXY
UNIFIRST CORPORATION
The undersigned holder of shares of Common Stock of UniFirst Corporation hereby
appoints ALDO CROATTI, RONALD D. CROATTI and RAYMOND C. ZEMLIN, 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 FleetBoston Financial Corporation, 2nd Floor Conference Center 100
Federal Street,of
Goodwin Procter LLP, located on the second floor at Exchange Place, Boston,
Massachusetts 02110,02109-2881, on Tuesday, January 9, 20018, 2002 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 26, 2000.25, 2001.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNIFIRST
CORPORATION. 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 NOMINEENOMINEES LISTED IN PROPOSAL 1 AND FOR THE APPROVAL
OF THE AMENDMENT TO THE PLAN LISTED IN PROPOSAL 2, 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 (PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY SEE REVERSE
SIDE IN THE ENCLOSED ENVELOPE.) SIDE
26