<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COINMACH LAUNDRY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7215 11-3258015
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
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55 LUMBER ROAD
ROSLYN, NEW YORK 11576
(516) 484-2300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT M. DOYLE
55 LUMBER ROAD
ROSLYN, NEW YORK 11576
(516) 484-2300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
RONALD S. BRODY, ESQ. WILLIAM M. HARTNETT, ESQ.
ANDERSON KILL & OLICK, P.C. CAHILL GORDON & REINDEL
1251 AVENUE OF THE AMERICAS 80 PINE STREET
NEW YORK, NEW YORK 10020 NEW YORK, NEW YORK 10005
(212) 278-1000 (212) 701-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-03587
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 333-
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock.......... 138,000 shares $14.00 $1,932,000 $666.21
</TABLE>
(1) Includes 18,000 shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
STATEMENT PURSUANT TO RULE 462(b)
The contents contained in Registration Statement No. 333-03587 filed
with the Commission on May 13, 1996, as amended by Amendment No. 1 thereto filed
with the Commission on June 19, 1996, Amendment No. 2 thereto filed with the
Commission on July 3, 1996 and Amendment No. 3 thereto filed with the
Commission on July 17, 1996 are incorporated by reference into, and shall be
deemed part of, this registration statement.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1 FILE NO.
333-03587
This registration statement relates to the public offering of voting
Class A common stock, par value $.01 per share (the "Common Stock") of Coinmach
Laundry Corporation (the "Registrant") contemplated by a Registration Statement
on Form S-1, Registration No. 333-03587 (the "Prior Registration Statement")
declared effective on July 17, 1996 by the Securities and Exchange Commission
(the "Commission"), and is filed solely to increase the number of shares to be
offered in such offering by 138,000 shares. The Prior Registration Statement
is hereby incorporated in its entirety by reference, including each of the
documents filed by the Registrant with the Commission and incorporated or deemed
to be incorporated by reference therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Roslyn, State of New York on July 18, 1996.
COINMACH LAUNDRY CORPORATION
By: STEPHEN R. KERRIGAN *
----------------------------------
Stephen R. Kerrigan
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on July 18, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
STEPHEN R. KERRIGAN *
- --------------------------- Chairman of the Board of Directors and Chief
Stephen R. Kerrigan Executive Officer
MITCHELL BLATT *
- --------------------------- Director, President and Chief Operating Officer
Mitchell Blatt
ROBERT M. DOYLE
- --------------------------- Chief Financial Officer and Senior Vice President
Robert M. Doyle
JOHN E. DENSON *
- --------------------------- Senior Vice President
John E. Denson
MICHAEL E. STANKY *
- --------------------------- Senior Vice President
Michael E. Stanky
DAVID A. DONNINI *
- --------------------------- Director
David A. Donnini
JAMES N. CHAPMAN *
- --------------------------- Director
James N. Chapman
BRUCE V. RAUNER *
- --------------------------- Director
Bruce V. Rauner
</TABLE>
* By executing his name hereto, Robert M. Doyle is signing this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange
Commission.
By: ROBERT M. DOYLE
-----------------------------------------------
Robert M. Doyle
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
5.1 Opinion and Consent of Anderson
Kill & Olick, P.C. regarding the
validity of the Common Stock
23.1 Consent of Arthur Anderson LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Anderson Kill &
Olick, P.C. (Included in Exhibit 5.1)
*24.1 Power of Attorney
* Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, Registration No. 333-03587
<PAGE>
EXHIBIT 5.1
July __, 1996
Coinmach Laundry Corporation
55 Lumber Road
Roslyn, New York 11576
Ladies and Gentlemen:
We have acted as special counsel to Coinmach Laundry
Corporation, a Delaware corporation ("Coinmach"), in connection with the
--------
preparation of a Registration Statement on Form S-1 (No. 333-_____) which
was filed by Coinmach with the Securities and Exchange Commission on July
18, 1996 (as such Registration Statement may be amended from time to time,
the "Registration Statement"). The Registration Statement relates to the
-----------------------
registration by Coinmach under the Securities Act of 1933, as amended, of
up to 138,000 shares of Common Stock, par value $.01 per share, of
Coinmach (the "Shares").
------
In rendering the opinions expressed below, we have been
furnished with and, without independent investigation but with your
consent, have relied upon (i) certificates of officers, directors and
representatives of Coinmach with respect to certain factual matters, and
(ii) certificates, documents, instruments and assurances of public
officials as we have deemed appropriate or advisable. We have also
examined originals or copies identified to our satisfaction as being true
copies, of the documents listed below, and we have made no independent
investigation of any factual information contained therein or contained in
any documents incorporated by reference or otherwise referred to therein
(collectively, the "Documents"):
A. Registration Statement (together with the form of prospectus
forming a part thereof);
B. Form of Underwriting Agreement (the "Underwriting
------------
Agreement") to be entered into among Coinmach and each of Lehman Brothers,
---------
Inc., Dillon, Read & Co., Lazard Freres & Co. LLC and Fieldstone FPCG
Services, L.P. (collectively, the "Underwriters");
------------
C. Third Amended and Restated Certificate of Incorporation of
Coinmach;
D. Second Amended and Restated Bylaws of Coinmach; and
E. Action by Written Consent in Lieu of Meeting of the Board of
Directors of Coinmach relating to the transactions contemplated by the
Registration Statement.
<PAGE>
Coinmach Laundry Corporation
July __, 1996
Page 2
In addition, for the purposes of the opinions rendered herein, we
have assumed with your permission and without independent verification:
(a) that all signatures of all persons signing all Documents in
connection with which the opinions are rendered are genuine and
authorized;
(b) that all Documents submitted to us as true copies, whether
certified or not, conform to authentic original Documents;
(c) that all Documents submitted to us as originals or duplicate
originals are authentic original documents;
(d) the existence, good standing, capacity and, where applicable,
qualification to do business, of all of the parties (other than Coinmach)
to the Documents;
(e) the corporate power and authority of each of the parties
(other than Coinmach) to the Documents to enter into and perform their
respective obligations under each of the Documents;
(f) the due authorization, execution and delivery by all of the
parties (other than Coinmach) to each of the Documents;
(g) that each of the Documents constitutes the legal, valid and
binding obligations of all of the parties thereto (other than Coinmach),
enforceable against each of such parties in accordance with their
respective terms; and
(h) that the Documents accurately describe and contain the
understandings of the parties, and that there are no oral or written
statements or agreements that modify, amend or vary, or purport to modify,
amend or vary, any of the terms of the Documents.
In rendering the opinions expressed below, we have made no
independent investigation with respect to any matter in connection with
which we did not represent Coinmach. To render these opinions, we have
relied upon the actual knowledge of the attorneys in our firm who have
devoted substantial attention to the transactions contemplated by the
Registration Statement, and not to the knowledge of the firm generally.
Based upon the foregoing, we are of the opinion that, subject to
the limitations, qualifications, assumptions and exceptions discussed
below, as of the date hereof:
(1) Coinmach has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.
(2) Upon delivery of the Shares in the manner contemplated by the
Underwriting Agreement, such Shares will be validly issued, and upon
receipt of payment therefor, fully paid and non-assessable.
<PAGE>
Coinmach Laundry Corporation
July __, 1996
Page 3
Our opinions set forth above are subject to the following
additional qualifications:
(a) Our opinions are limited to the specific issues addressed
herein and are limited in all respects to the laws as they exist on the
date hereof and the facts as stated herein and purport to express what a
court would conclude based on such facts. By rendering our opinions, we
do not undertake to advise you of any changes in such laws or facts which
may occur after the date hereof.
(b) We express no opinion as to, or the effect or applicability
of, any laws other than the laws of the State of New York, the Federal
laws of the United States of America and the General Corporation Law of
the State of Delaware. We assume no responsibility with respect to the
application to the subject transactions, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the reference of our name in the
Registration Statement and to the filing of this opinion as Exhibit 5.1 to
the Registration Statement. By giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission promulgated thereunder.
This opinion is being rendered only to you for your exclusive
benefit and is intended to be relied upon by you in connection with the
transactions contemplated by the Registration Statement. This opinion may
not be used for any other purpose, or relied on by any other person, firm
or entity for any purpose, without our prior written consent.
Very truly yours,
ANDERSON KILL & OLICK, P.C
By:_______________________________
Ronald S. Brody, Esq., a
Member of the Firm
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated December 19, 1994 and to all references to our firm included in or made a
part of this Form S-1 Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, PA
July 12, 1996
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated May 3, 1996 (except for Note 11, as to which the date
is July 17, 1996), with respect to the combined consolidated financial
statements of Coinmach Laundry Corporation, and March 20, 1996, with respect to
the combined consolidated financial statements of Coinmach Corporation, in the
Registration Statement of Coinmach Laundry Corporation for the registration of
shares of its common stock.
/s/ ERNST & YOUNG LLP
Melville, New York
July 17, 1996
<PAGE>
EXHIBIT 23.3
Consent of Independent Auditors
-------------------------------
The Board of Directors
Coinmach Laundry Corporation
We consent to the inclusion of our reports dated April 28, 1995, with respect to
the consolidated balance sheets of CIC I Acquisition Corp. and subsidiaries as
of January 31, 1995 and December 31, 1994, and the related statements of
operations and accumulated deficit and cash flows for the one-month period ended
January 31, 1995 and each of the years in the two-year period ended December 31,
1994, which reports appear in the Form S-1 of Coinmach Laundry Corporation. We
also consent to the inclusion of our report dated July 7, 1995, with respect to
the consolidated balance sheet of The Coinmach Corporation and subsidiaries as
of March 31, 1995, and the related statements of operations and accumulated
deficit and cash flows for the two-month period then ended, which report appears
in the Form S-1 of Coinmach Laundry Corporation. In addition, we consent to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
July 12, 1996
