0001104659-12-009810.txt : 20120214 0001104659-12-009810.hdr.sgml : 20120214 20120214170547 ACCESSION NUMBER: 0001104659-12-009810 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: CYNTHIA V. DOGGETT GROUP MEMBERS: EVELYN C. MACDONALD FAMILY TRUST FOR BENEFIT OF S.G.M. GROUP MEMBERS: NEW CENTURY TRUST GROUP MEMBERS: STEWART G. MACDONALD, JR. 1984 TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACDONALD STEWART GRAY JR CENTRAL INDEX KEY: 0001055341 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O MAC-GRAY CORP STREET 2: 22 WATER ST CITY: CAMBRIDGE STATE: MA ZIP: 02141 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAC-GRAY CORP CENTRAL INDEX KEY: 0001038280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 043361982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53449 FILM NUMBER: 12612286 BUSINESS ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-487-7600 MAIL ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: MAC GRAY INC DATE OF NAME CHANGE: 19970424 SC 13G/A 1 a12-5082_1sc13ga.htm SC 13G/A

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.12)*

 

Mac-Gray Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

554153-10-6

(CUSIP Number)

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 554153-10-6

 

 

1.

Names of Reporting Persons
 I.R.S. Identification Nos. of above persons (entities only)

Stewart Gray MacDonald, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
587,128

 

6.

Shared Voting Power
1,198,916

 

7.

Sole Dispositive Power
587,128

 

8.

Shared Dispositive Power
1,765,583

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,711

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.4% based upon 14,306,090 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 4, 2011.

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No. 554153-10-6

 

 

1.

Names of Reporting Persons
 I.R.S. Identification Nos. of above persons (entities only)

Cynthia V. Doggett

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
140,334

 

6.

Shared Voting Power
1,645,710

 

7.

Sole Dispositive Power
140,334

 

8.

Shared Dispositive Power
2,212,377

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,352,711

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.4% based upon 14,306,090 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 4, 2011.

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

CUSIP No. 554153-10-6

 

 

1.

Names of Reporting Persons
 I.R.S. Identification Nos. of above persons (entities only)

The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
566,667

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
566,667

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
566,667

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0% based upon 14,306,090 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 4, 2011.

 

 

12.

Type of Reporting Person (See Instructions)
OO  (Trust)

 

4


 

CUSIP No. 554153-10-6

 

 

1.

Names of Reporting Persons
 I.R.S. Identification Nos. of above persons (entities only)

The Stewart G. MacDonald, Jr. 1984 Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
626,608

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
626,608

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
626,608

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.4% based upon 14,306,090 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 4, 2011.

 

 

12.

Type of Reporting Person (See Instructions)
OO   (Trust)

 

5


 

CUSIP No. 554153-10-6

 

 

1.

Names of Reporting Persons
 I.R.S. Identification Nos. of above persons (entities only)

The New Century Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
285,272

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
285,272

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
285,272

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.0% based upon 14,306,090 shares of Common Stock reported issued and outstanding in the issuer’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 4, 2011.

 

 

12.

Type of Reporting Person (See Instructions)
OO   (Trust)

 

6


 

Item 1.

 

(a)

Name of Issuer
Mac-Gray Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
404 Wyman Street, Suite 400

Waltham, Massachusetts 02451

 

Item 2.

 

(a)

Name of Person Filing
1.       Stewart Gray MacDonald, Jr.

2.       Cynthia V. Doggett (wife of Stewart Gray MacDonald, Jr.)

3.       The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr.

4.       The Stewart G. MacDonald, Jr. 1984 Trust

5.       The New Century Trust

 

The persons enumerated in this Item 2(a) are sometimes hereinafter referred to individually as a “Reporting Person” and collectively as the “Reporting Persons.” Pursuant to the filing of this Schedule 13G, the Reporting Persons have executed that certain Joint Filing Agreement attached as EXHIBIT B hereto.

 

(b)

Address of Principal Business Office or, if none, Residence

 

c/o Mac-Gray Corporation

404 Wyman Street, Suite 400

Waltham, Massachusetts 02451

 

(c)

Citizenship

Each Reporting Person who is an individual has United States citizenship. Each Reporting Person that is a trust is organized within the Commonwealth of Massachusetts.

 

(d)

Title of Class of Securities

 

Common Stock, $0.01 Par Value

 

(e)

CUSIP Number

 

554153-10-6

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

7


 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

 

A total of 14,306,090 shares of common stock, $0.01 par value (the “Common Stock”) of Mac-Gray Corporation (the “Company”) were reported in the Company’s quarterly report on Form 10-Q (File No. 001-13495) filed on November 4, 2011 as issued and outstanding as of the close of business on November 1, 2011. Statements describing the aggregate amounts of such Common Stock beneficially owned by each Reporting Person, and the number of such shares as to which such Reporting Person has (i) sole voting power, (ii) shared voting power, (iii) sole dispositive power, and (iv) shared dispositive power are made in the Tables listed in EXHIBIT A attached hereto. The percentage of the class of Common Stock represented by the aggregate amount of shares beneficially owned by each respective Reporting Person is as indicated on Item 9 of the cover page for each such Reporting Person included in this Schedule.

 

 

BACKGROUND INFORMATION FOR ITEM 4.

 

Each Reporting Person, either in its capacity as direct owner of Common Stock or as settlor, trustee or beneficiary (as the case may be) of certain trusts (described further below) that hold Common Stock, is subject to the terms of a stockholders’ agreement dated as of June 26, 1997 (the “Stockholders’ Agreement”) with respect to the shares of Common Stock held. The Stockholders’ Agreement is filed as Exhibit 10.2 to the Company’s Form S-1 Registration Statement, as amended, filed with the Securities and Exchange Commission (File No. 333- 33669), (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended. The Stockholders' Agreement gives the parties thereto rights of first offer to purchase shares offered for sale by another stockholder who is a party thereto, as well as providing the Company with rights of second offer to purchase such shares. The Stockholders' Agreement also conveys certain demand and "piggy-back" registration rights to the parties thereto. Given the terms of the Stockholders’ Agreement, the Reporting Persons and the other persons party thereto might be deemed to constitute a “group” holding beneficial ownership of an aggregate total of approximately 33.5% of the Company’s Common Stock for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. However, each Reporting Person disclaims that such Person has agreed to act as a group with the other parties to the Stockholders’ Agreement (other than to the extent described in this statement) and such Person disclaims beneficial ownership of shares of Common Stock of the Company other than the amounts of shares reported for each respective Reporting Person in EXHIBIT A attached hereto.

 

The parties to the Stockholders' Agreement are the Company, Mr. Stewart G. MacDonald, Jr., Ms. Sandra E.  MacDonald, Mr. Daniel W. MacDonald, The Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr. (1), The Evelyn C. MacDonald Family Trust f/b/o Sandra E. MacDonald, The Evelyn C. MacDonald Family Trust f/b/o of Daniel W.  MacDonald, The Stewart G. MacDonald, Jr. 1984 Trust (2), The Daniel W. MacDonald Revocable Living Trust, the New Century Trust (3), The Whitney E. MacDonald GST Trust-1997, The Jonathan S. MacDonald GST Trust-1997, The Robert C. MacDonald GST Trust-1997, The Whitney E. MacDonald Gift Trust, The Jonathan S. MacDonald Gift Trust, The Robert C. MacDonald Gift Trust, Cynthia V. Doggett, the Richard G. MacDonald 2004 GST Non-Exempt Irrevocable Trust dated April 23, 2004, the Richard G. MacDonald 2004 GST Exempt Irrevocable Trust dated April 23, 2004, and certain other stockholders party thereto (who hold in aggregate a de minimis fraction of the issued and outstanding Common Stock).

 

8


 

FOOTNOTES TO ITEM 4:

 

(1)          The trustees for The Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr. (the “SGM Trust”) are R. Robert Woodburn, Jr., Peter C. Bennett (collectively, the “Independent Trustees”) and Stewart G. MacDonald, Jr., who is also the sole beneficiary of the SGM Trust. Only the Independent Trustees exercise and share voting power over the shares of Common Stock held by the SGM Trust. Each of the Independent Trustees and Stewart G. MacDonald, Jr. share power to dispose of the shares held by the SGM Trust.

 

(2)       The trustees for The Stewart G. MacDonald, Jr. 1984 Trust (the “SGM 1984 Trust”) are Stewart G. MacDonald, Jr. and Cynthia V. Doggett. The trustees share voting and dispositive power with respect to the shares of Common Stock held by the SGM 1984 Trust. Stewart G. MacDonald, Jr. is the sole beneficiary of the SGM 1984 Trust.

 

(3)       The trustees of the New Century Trust are Cynthia V. Doggett and Gilbert M. Roddy, Jr. The beneficiaries of the New Century Trust are minor issue of Stewart G. MacDonald, Jr. and have no rights or power to vote or dispose of the shares of Common Stock held by the New Century Trust. The settlor of the New Century Trust is Stewart G. MacDonald, Jr., who retains the right to replace shares of Common Stock held by the New Century Trust with property of equivalent value.

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

9


 

Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 14, 2012

 

Date

 


/s/ Stewart G. MacDonald, Jr.

 

Signature

 


Stewart G. MacDonald, Jr., individually and as

 

Trustee of the Evelyn C. MacDonald Family Trust

 

f/b/o Stewart G. MacDonald, Jr. and as Trustee of

 

the Stewart G. MacDonald, Jr. 1984 Trust and as

 

Settlor of the New Century Trust

 

 

February 14, 2012

 

Date

 


/s/ Cynthia V. Doggett

 

Signature

 

Cynthia V. Doggett, individually and as Trustee of

 

the New Century Trust and as Trustee of the Stewart

 

G. MacDonald, Jr. 1984 Trust

 

Cynthia V. Doggett, individually and as Trustee of

 

the New Century Trust and as Trustee of the Stewart

 

 

February 14, 2012

 

Date

 


/s/ Gilbert M. Roddy, Jr.

 

Signature

 


Gilbert M. Roddy, Jr., as Trustee of the New Century Trust

 

Name/Title

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

10


 

EXHIBIT A

 

NAME:  Stewart Gray MacDonald, Jr.

 

 

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

587,128

 

Direct

 

NO

Total Sole Voting Power

 

587,128

 

 

 

 

Shared Voting Power

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee and beneficiary

 

NO

 

 

285,272

 

By the New Century Trust as settlor with right to replace trust shares with property of equivalent value

 

YES

 

 

140,334

 

By Cynthia V. Doggett, wife of the Reporting Person

 

YES

 

 

146,702

 

By the minor children of the Reporting Person

 

YES

Total Shared Voting Power

 

1,198,916

 

 

 

 

Sole Dispositive Power

 

587,128

 

Direct

 

NO

Total Sole Dispositive Power

 

587,128

 

 

 

 

Shared Dispositive Power

 

566,667

 

By the Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr. as co-trustee and beneficiary

 

NO

 

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee and beneficiary

 

NO

 

 

285,272

 

By the New Century Trust as settlor with right to replace trust shares with property of equivalent value

 

YES

 

 

140,334

 

By Cynthia V. Doggett, wife of the Reporting Person

 

YES

 

 

146,702

 

By the minor children of the Reporting Person

 

YES

Total Shared Dispositive Power

 

1,765,583

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

2,352,711

 

11


 

NAME:  Cynthia V. Doggett

 

 

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

140,334

 

Direct

 

NO

Total Sole Voting Power

 

140,334

 

 

 

 

Shared Voting Power

 

587,128

 

By Stewart G. MacDonald, Jr., the husband of the Reporting Person

 

YES

 

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee with Stewart G. MacDonald, Jr.

 

YES

 

 

285,272

 

By the New Century Trust as co-trustee with Gilbert M. Roddy, Jr.

 

YES

 

 

146,702

 

By the minor children of the Reporting Person

 

YES

Total Shared Voting Power

 

1,645,710

 

 

 

 

Sole Dispositive Power

 

140,334

 

Direct

 

NO

Total Sole Dispositive Power

 

140,334

 

 

 

 

Shared Dispositive Power

 

587,128

 

By Stewart G. MacDonald, Jr., husband of the Reporting Person

 

YES

 

 

626,608

 

By the Stewart G. MacDonald, Jr. 1984 Trust as co-trustee with Stewart G. MacDonald, Jr.

 

YES

 

 

285,272

 

By the New Century Trust as co-trustee with Gilbert M. Roddy, Jr.

 

YES

 

 

566,667

 

By the Evelyn C. MacDonald Family Trust f/b/o Stewart G. MacDonald, Jr., spouse of the beneficiary

 

 

 

 

146,702

 

By the minor children of the Reporting Person

 

YES

Total Shared Dispositive Power

 

2,212,377

 

 

 

 

 

 

 

 

Aggregate Beneficial Ownership:

 

2,352,711

 

12


 

NAME:  The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr.

 

 

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

566,667

 

Direct

 

NO

Total Sole Voting Power

 

566,667

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

Sole Dispositive Power

 

566,667

 

Direct

 

NO

Total Sole Dispositive Power

 

566,667

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

566,667

 

13


 

NAME:  The Stewart G. MacDonald, Jr. 1984 Trust

 

 

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

626,608

 

 

 

NO

Total Sole Voting Power

 

626,608

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

Sole Dispositive Power

 

626,608

 

 

 

NO

Total Sole Dispositive Power

 

626,608

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

626,608

 

14


 

NAME:  The New Century Trust

 

 

 

COMMON
STOCK

 

FORM OF BENEFICIAL OWNERSHIP

 

BENEFICIAL
OWNERSHIP
DISCLAIMED

Sole Voting Power

 

285,272

 

 

 

NO

Total Sole Voting Power

 

285,272

 

 

 

 

Shared Voting Power

 

 

 

 

 

 

Total Shared Voting Power

 

 

 

 

 

 

Sole Dispositive Power

 

285,272

 

 

 

NO

Total Sole Dispositive Power

 

285,272

 

 

 

 

Shared Dispositive Power

 

 

 

 

 

 

Total Shared Dispositive Power

 

 

 

 

 

 

 

 

 

 

Aggregated Beneficial Ownership:

 

285,272

 

15


 

EXHIBIT B

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by Stewart Gray MacDonald, Jr., Cynthia V. Doggett, The Evelyn C. MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr., The Stewart G. MacDonald, Jr. 1984 Trust, and the New Century Trust (collectively, the “Reporting Persons”) in connection with that certain Amendment No. 12 to Schedule 13G to be filed on or about February 14, 2012, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Mac-Gray Corporation (the “Company”) pertaining to the beneficial ownership by the Reporting Persons of shares of such Common Stock (the “Schedule 13G”). The undersigned hereby agree with respect to such filing on Schedule 13G as follows:

 

(i) No Reporting Person nor any representative of any Reporting Person makes any representation with respect to, nor bears any responsibility for, any of the information set forth with respect to any other “person” who or which is or becomes a party to or a member of any “group” (as such terms are defined and used in Section 13(g) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G promulgated thereunder) for whom or which information is included in such Schedule 13G.

 

(ii) Subject to paragraph (i) above, the undersigned hereby confirm the agreement by and among each of them that the Schedule 13G is being filed on behalf of each of the parties named below.

 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated: February 14, 2012

 

 

/s/ Stewart G. MacDonald, Jr.

 

Stewart G. MacDonald, Jr., individually and as

 

Trustee of the Evelyn C. MacDonald Family Trust

 

f/b/o Stewart G. MacDonald, Jr. and as Trustee of

 

the Stewart G. MacDonald, Jr. 1984 Trust and as

 

Settlor of the New Century Trust

 

 

 

 

 

 

 

/s/ Cynthia V. Doggett

 

Cynthia V. Doggett, individually and as Trustee of

 

the New Century Trust and as Trustee of the Stewart

 

G. MacDonald, Jr. 1984 Trust

 

 

 

 

 

 

 

/s/ Gilbert M. Roddy, Jr.

 

Gilbert M. Roddy, Jr., as Trustee of the New Century

 

Trust

 

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