<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1997
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COINMACH LAUNDRY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3258015
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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
CHIEF FINANCIAL OFFICER
COINMACH CORPORATION
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)
COPIES TO:
RONALD S. BRODY WILLIAM M. HARTNETT
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
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed 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] 333-37881
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. [_]
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
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<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock.... 287,500 shares $19.75 $5,678,125 $1,675.05
</TABLE>
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(1) Includes 37,500 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).
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The contents contained in Registration Statement 333-37881 filed with the
Commission on October 14, 1997, as amended by Amendment No. 1 thereto filed
with the Commission on November 18, 1997, Amendment No. 2 thereto filed with
the Commission on November 28, 1997, Amendment No. 3 thereto filed with the
Commission on December 12, 1997 and Post-Effective Amendment No. 1 thereto
filed with the Commission on December 16, 1997 are incorporated by reference
into, and shall be deemed part of, this Registration Statement.
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-3 FILE NO. 333-37881
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-3, Registration No. 333-37881 (the "Prior Registration
Statement") declared effective on December 15, 1997 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 287,500 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, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND 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 DECEMBER 16, 1997.
COINMACH LAUNDRY CORPORATION
/s/ Stephen R. Kerrigan
By: _________________________________
STEPHEN R. KERRIGAN CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON DECEMBER 16, 1997.
SIGNATURE TITLE
/s/ Stephen R. Kerrigan Chairman of the Board of Directors
- ------------------------------------- and Chief Executive Officer
STEPHEN R. KERRIGAN (Principal Executive Officer)
/s/ Mitchell Blatt Director, President and Chief
- ------------------------------------- Operating Officer
MITCHELL BLATT
/s/ Robert M. Doyle Chief Financial Officer and Senior
- ------------------------------------- Vice President (Principal Financial
ROBERT M. DOYLE and Accounting Officer)
/s/ John E. Denson Senior Vice President
- -------------------------------------
JOHN E. DENSON
/s/ Michael E. Stanky Senior Vice President
- -------------------------------------
MICHAEL E. STANKY
/s/ David A. Donnini Director
- -------------------------------------
DAVID A. DONNINI
<PAGE>
/s/ James N. Chapman Director
- -------------------------------------
JAMES N. CHAPMAN
/s/ Bruce V. Rauner Director
- -------------------------------------
BRUCE V. RAUNER
/s/ Arthur B. Laffer Director
- -------------------------------------
ARTHUR B. LAFFER
/s/ Stephen G. Cerri Director
- -------------------------------------
STEPHEN G. CERRI
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<C> <S> <C>
5.1 Form of Opinion and Consent of Anderson Kill & Olick, P.C.
regarding the validity of the Common Stock................
23.1 Consent of Ernst & Young LLP..............................
23.2 Consent of Ernst & Young LLP..............................
23.3 Consent of Ernst & Young LLP..............................
23.4 Consent of Arthur Andersen LLP............................
23.5 Consent of Anderson Kill & Olick, P.C. (Included in
Exhibit 5.1)..............................................
</TABLE>
<PAGE>
EXHIBIT 5.1
LETTERHEAD OF ANDERSEN KILL & OLICK
FORM OF OPINION
December __, 1997
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-3 (No. 333- ) which was
filed by Coinmach with the Securities and Exchange Commission on December 16,
1997 (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
250,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), and the sale of up to an additional 37,500 shares of Common
------------
Stock (the "Over-Allotment Common Stock", and together with the Common Stock,
---------------------------
the "Shares") upon the exercise of an option to purchase such Over-Allotment
Common Stock granted by certain stockholders of the Company to the Underwriters
(as defined).
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, BT Alex. Brown Incorporated, Lehman Brothers, Inc.,
Raymond James & Associates, Inc., Wheat First Butcher Singer and Jefferies &
Company, Inc. (collectively, the "Underwriters");
------------
C. Third Amended and Restated Certificate of Incorporation of Coinmach;
D. Third Amended and Restated Bylaws of Coinmach; and
<PAGE>
Coinmach Laundry Corporation
December __, 1997
Page 2
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.
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 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, subject to the
limitations, qualifications, assumptions and exceptions discussed below, that as
of the date hereof:
(1) Coinmach has been duly organized and is validly existing and in good
standing under the laws of the State of Delaware.
<PAGE>
Coinmach Laundry Corporation
December __, 1997
Page 3
(2) Upon delivery of the Shares in the manner contemplated by the
Underwriting Agreement, such Shares will be validly issued, fully paid and
non-assessable.
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 AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Coinmach Laundry
Corporation for the registration of 287,500 shares of its common stock and to
the incorporation by reference therein of our report dated May 13, 1997
(except for Note 7b., as to which the date is June 2, 1997), with respect to
the consolidated financial statements of Coinmach Laundry Corporation included
in its Amendment No. 2 on Form 10-K/A to its Annual Report on Form 10-K for
the year ended March 28, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Melville, New York
December 12, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Coinmach Laundry
Corporation for the registration of 287,500 shares of its common stock and to
the incorporation by reference therein of our report dated March 3, 1997, with
respect to the combined financial statements of Kwik Wash Laundries, Inc. and
KWL, Inc., included in the Company's Amendment No. 3 on Form 8-K/A to its
Current Report on Form 8-K dated January 8, 1997, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
December 12, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Coinmach Laundry
Corporation for the registration of 287,500 shares of its common stock and to
the incorporation by reference therein of our report dated March 20, 1996,
with respect to the combined and consolidated financial statements of Coinmach
Corporation and Subsidiaries (formerly Solon Automated Services, Inc., which
was combined with The Coinmach Corporation and Subsidiaries, a company under
common control, beginning April 5, 1995) included in Amendment No. 2 on Form
10-K/A to its Annual Report on Form 10-K for Coinmach Laundry Corporation for
the year ended March 28, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
December 12, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated December 19, 1994 and to all references to our
firm included in or made a part of this Form S-3 Registration Statement.
Arthur Andersen LLP
Philadelphia, PA
December 12, 1997
