-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OkVxBSYzazB4BaZyevhKsC9cOg+4aFQbYhq0iNYvTIbEdWLpgJFIq8KbL0Wdiuh+ mSDJy8uvZORISqevhoA4zA== 0001006199-97-000066.txt : 19970520 0001006199-97-000066.hdr.sgml : 19970520 ACCESSION NUMBER: 0001006199-97-000066 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970516 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTSMAN HOLDINGS INC CENTRAL INDEX KEY: 0000923144 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 521862719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-78954 FILM NUMBER: 97610450 BUSINESS ADDRESS: STREET 1: 8211 TOWN CENTER DR CITY: BALTIMORE STATE: MD ZIP: 21236 BUSINESS PHONE: 4109316000 MAIL ADDRESS: STREET 1: 8211 TOWN CENTER DR CITY: BALTIMORE STATE: MD ZIP: 21236 10-K/A 1 AMENDED FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [X] SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 033-68444 SCOTSMAN HOLDINGS, INC. (Exact name of Registrant as specified in its Charter) Delaware 52-1862719 (State or other juri sdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8211 Town Center Drive 21236 Baltimore, Maryland (Zip Code) (Address of principal executive offices) Registrants' telephone number, including area code: (410) 931-6000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No__ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 28, 1997, 3,472,968 shares of the common stock ("Common Stock") of the Registrant were outstanding. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) Financial Statements and Financial Statement Schedules (1) and (2). See Index to Financial Statements and Supplemental Schedules at Item 8 of this Annual Report on Form 10-K and Exhibit No. 27. (b) Reports on Form 8-K filed in the fourth quarter of 1996. In a report on Form 8-K dated November 27, 1996, the Company reported that its subsidiary, The Scotsman Group, Inc. had changed its name to Williams Scotsman, Inc., effective January 1, 1997. (c) Exhibits Exhibit Number -------------- 3.1 -- Certificate of Incorporation of Williams Scotsman, Inc., as amended. (Incorporated by reference to Exhibit 3(i) of Form 8-K dated November 27, 1996). 3.2 -- By-laws of Williams Scotsman, Inc. (Incorporated by reference to Exhibit 3.2 of Registration Statement on Form S-l, Commission File No. 33-68444). 4.1 -- Indenture dated as of March 2, 1994 between Scotsman Holdings, Inc. and First Trust National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 of Registration Statement on Form S-4, Commission File No. 33-68444. 4.2 -- A/B Exchange Registration Rights Agreement, dated March 2, 1994 between BT Securities Corporation and Scotsman Holdings, Inc. (Incorporated by reference to Exhibit 4.3 of Registration Statement on Form S-4, Commission File No. 33-68444. 10.1 -- Indenture dated as of December 16, 1993 between The Scotsman Group, Inc. and Continental Bank National Association, as trustee (Incorporated by reference to Exhibit 10.1 to the annual report on Form 10-K of The Scotsman Group, Inc. for the year ended December 31, 1993 (the "Scotsman 1993 10-K")). 10.2 -- Loan and Security Agreement dated December 16, 1993 between Congress Financial Corporation and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.2 to the Scotsman 1993 10-K). 10.3 -- Amendment No. 1 to Loan and Security Agreement dated June 15, 1994 between Congress Financial Corporation and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.2 to the annual report on Form 10-K of The Scotsman Group, Inc. for the year ended December 31, 1994 (the "Scotsman 1994 10-K")). 10.4 -- Amendment No. 2 to Loan and Security Agreement dated September 14, 1994 between Congress Financial Corporation and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.3 to the Scotsman 1994 10-K). 10.5 -- Amendment No. 3 to Loan and Security Agreement dated March 24, 1995 between Congress Financial Corporation and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.4 to the Scotsman 1994 10-K). 10.6 -- Amendment No. 4 to Loan and Security Agreement dated March 28, 1995 between Congress Financial Corporation and The Scotsman Group, Inc.(Incorporated by reference to Exhibit 10.5 to the annual report on Form 10-K of The Scotsman Group, Inc. for the year ended December 31, 1995 (the "Scotsman 1995 10-K")). 10.7 -- Amendment No. 5 to Loan and Security Agreement dated August 1, 1995 between Congress Financial Corporation and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.6 to the Scotsman 1995 10-K). 10.8 -- Amendment No. 6 to Loan and Security Agreement dated October 13, 1995 between Congress Financial Corporation and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.7 to the Scotsman 1995 10-K). 2 10.9 -- Amendment No. 7 to Loan and Security Agreement dated January 30, 1996 between Congress Financial Corporation and The Scotsman Group, Inc.(Incorporated by reference to Exhibit 10.8 to the Scotsman 1995 10-K). 10.10 -- Amendment No. 8 to Loan and Security Agreement dated September 30, 1996 between Congress Financial Corporation and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.9 to the annual report on Form 10-K of Williams Scotsman, Inc. for the year ended December 31, 1996 (the "Scotsman 1996 10-K")). 10.11 -- Amendment No. 9 to Loan and Security Agreement dated January 31, 1997 between Congress Financial Corporation and Williams Scotsman, Inc. (Incorporated by reference to Exhibit 10.10 to the Scotsman 1996 10-K). 10.12 -- Intercreditor Agreement dated December 16, 1993 among The Scotsman Group, Inc., Congress Financial Corporation and Continental Bank National Association, as trustee (Incorporated by reference to Exhibit 10.3 to the Scotsman 1993 10-K). 10.13 -- Amended and Restated Management Stockholders' and Optionholders' Agreement dated as of June 6, 1994, amending and restating the Management Stockholders' and Optionholders' Agreement dated as of November 9, 1993 by and among Scotsman Holdings, Inc., Odyssey Partners, L.P. and the parties identified as management stockholders on the signature pages thereto. (Incorporated by reference to Exhibit 10.4 of Registration Statement on Form S-l of Scotsman Holdings, Inc., Commission File No. 33-68444). 10.14 -- Management Agreement, dated as of December 16, 1993 between The Scotsman Group, Inc. and Odyssey Investors, Inc. (Incorporated by reference to Exhibit 10.5 of Registration Statement on Form S-l of Scotsman Holdings, Inc., Commission File No. 33-68444). 10.15 -- Agreement, dated as of June 30, 1993 by and among The Scotsman Group, Inc., Simon E. Dragan and Whitley Manufacturing Co., Inc. (Incorporated by reference to Exhibit 10.6 of Registration Statement on Form S-l, Commission File No. 33-68444). 3 10.16 -- Supply Agreement, dated as of August 25, 1993, by and between Whitley Manufacturing Co., Inc. and The Scotsman Group, Inc. (Incorporated by reference to Exhibit 10.7 of Registration Statement on Form S-l, Commission File No.3-68444). 10.17 -- Scotsman Holdings, Inc. Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.8 of Registration Statement on Form S-l of Scotsman Holdings, Inc., Commission File No. 33-68444). 10.18 -- Scotsman Holdings, Inc. 1994 Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.11 of the Scotsman 1994 10-K). 12. -- Statement regarding computation of ratios. 21. -- Subsidiaries of Registrant: Williams Scotsman, Inc. and its subsidiary Mobile Field Office Company. 27. -- Financial Data Schedule. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SCOTSMAN HOLDINGS, INC. By: /s/ Gerard E. Holthaus -------------------------- Gerard E. Holthaus President and Chief Executive Officer Dated: May 9, 1997 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gerard E. Holthaus, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Capacity Date - ---- -------- ---- /s/ Gerard E. Holthaus * Chairman of the Board May 9, 1997 - -------------------------- and Director Barry P. Gossett /s/ Gerard E. Holthaus President, Chief Executive May 9, 1997 - -------------------------- Officer and Director Gerard E. Holthaus /s/ Gerard E. Holthaus * Controller May 9, 1997 - -------------------------- Katherine K. Giannelli /s/ Gerard E. Holthaus * Director May 9, 1997 - -------------------------- Muzzafar Mirza /s/ Gerard E. Holthaus * Director May 98, 1997 - -------------------------- Stephen Berger /s/ Gerard E. Holthaus * Director May 9, 1997 - -------------------------- Brian Kwait /s/ Gerard E. Holthaus *As Attorney-in-Fact May 9, 1997 - -------------------------- Gerard E. Holthaus 5 EX-27 2 FDS -- SCOTSMAN HOLDINGS, INC.
5 1,000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 426 0 23,403 258 0 0 452,735 67,520 429,546 0 294,827 0 0 35 48,397 429,546 195,146 195,146 109,499 109,499 44,731 0 28,936 11,980 4,894 7,086 0 0 0 7,086 2.08 2.08
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