Notice of Special Meeting of Stockholders
A special meeting of Stockholders of Mac-Gray Corporation will be held at 10:00 a.m. (ET) Wednesday, January 8, 2014 at the Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street, Boston, Massachusetts 02109. The purpose of the special meeting is to:
- Consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 14, 2013, by and among CSC ServiceWorks Holdings, Inc., a Delaware corporation ("Holdings"), CSC ServiceWorks, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings ("CSC"), Spin Holdco Inc., a Delaware corporation and wholly-owned subsidiary of CSC ("Parent" and, together with Holdings and CSC, the "Buyer Entities") and CSC Fenway, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("MergerSubsidiary") and Mac-Gray, as it may be amended from time to time, pursuant to which Mac-Gray will be merged with Merger Subsidiary with Mac-Gray surviving the merger as a wholly-owned subsidiary of Parent;
- To consider and vote on an advisory (non-binding) proposal to approve the "golden parachute" compensation payable or that could become payable to the named executive officers of Mac-Gray in connection with the merger pursuant to the terms of the merger agreement and pre-existing severance arrangements;
- To consider and vote on a proposal to approve one or more adjournments or postponements of the special meeting, if necessary, to solicit additional proxies if Mac-Gray has not obtained sufficient affirmative stockholder votes to adopt the merger agreement; and
- To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.
Special Meeting Materials
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