As filed with the Securities and Exchange Commission on March 5, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WATSCO, INC.
(Exact name of registrant as specified in charter)
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<S> <C>
FLORIDA 59-0778222
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
-------------------------
RONALD P. NEWMAN
CHIEF FINANCIAL OFFICER
WATSCO, INC.
2665 SOUTH BAYSHORE DRIVE 2665 SOUTH BAYSHORE DRIVE
SUITE 901 SUITE 901
MIAMI, FLORIDA 33133 MIAMI, FLORIDA 33133
(305) 858-0828 (305) 858-0828
(Address, including zip code, and telephone number (Name, address, including zip code, and telephone number
including area code, of registrant's principal executive offices) including area code, of agent for service)
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COPIES OF COMMUNICATION TO:
CESAR L. ALVAREZ, ESQUIRE E. WILLIAM BATES, II, ESQUIRE
JORGE L. FREELAND, ESQUIRE KING & SPALDING
GREENBERG, TRAURIG, HOFFMAN, 120 WEST 45TH STREET, 32ND FLOOR
LIPOFF, ROSEN & QUENTEL, P.A. NEW YORK, NEW YORK 10036
1221 BRICKELL AVENUE (212) 556-2100
MIAMI, FLORIDA 33131
(305) 579-0500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this registration 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 investment 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]
333-00371
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: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
NUMBER OF SHARES MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.50 par value per share 230,000 $22.625 $5,203,750 $1,795
==============================================================================================================================
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(1) Includes 200,000 shares being offered pursuant to an underwritten public
offering and up to 30,000 shares which may be issued pursuant to the
underwriters' over-allotment option.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act based on the last
reported sale price on the New York Stock Exchange on March 4, 1996.
-------------------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by Watsco,
Inc. with the Securities and Exchange Commission (Registration No. 333-00371)
pursuant to the Securities Act of 1933, as amended, is incorporated by reference
into this Registration Statement.
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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 Miami, State of Florida, on the 4th day of March,
1996.
WATSCO, INC.
By: /S/ RONALD P. NEWMAN
-----------------------------------------
Ronald P. Newman, Chief Financial Officer,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ ALBERT H. NAHMAD Chairman of the Board March 4, 1996
- - ---------------------------------------- (principal executive officer)
Albert H. Nahmad
/S/ RONALD P. NEWMAN Chief Financial Officer, Secretary March 4, 1996
- - ---------------------------------------- and Treasurer
Ronald P. Newman (principal financial and accounting officer)
/S/ D. A. COAPE-ARNOLD Director March 4, 1996
- - ----------------------------------------
D. A. Coape-Arnold
/S/ DAVID B. FLEEMAN Director March 4, 1996
- - ----------------------------------------
David B. Fleeman
/S/ JAMES S. GRIEN Director March 4, 1996
- - ----------------------------------------
James S. Grien
/S/ PAUL F. MANLEY Director March 4, 1996
- - ----------------------------------------
Paul F. Manley
/S/ BOB L. MOSS Director March 4, 1996
- - ----------------------------------------
Bob L. Moss
/S/ ROBERTO MOTTA Director March 4, 1996
- - ----------------------------------------
Roberto Motta
/S/ ALAN H. POTAMKIN Director March 4, 1996
- - ----------------------------------------
Alan H. Potamkin
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<PAGE>
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBIT PAGE
- - ------- ---------------------- ------------
<S> <C> <C>
1.1 Proposed Form of Underwriting Agreement*
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
as to the validity of the Common Stock being registered.
23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
(included as part of its opinion filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Rhea & Ivy, P.L.C.
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* Previously filed.
March 4, 1996
Watsco, Inc.
2665 South Bayshore Drive
Suite 901
Miami, Florida 33133
Re: OFFERING OF COMMON STOCK OF WATSCO, INC.
Gentlemen:
On the date hereof, Watsco, Inc., a Florida corporation (the
"Company"), filed with the Securities and Exchange Commission an abbreviated
Registration Statement on Form S-3 (the "Registration Statement") pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Act"). Such
Registration Statement relates to the sale by the Company and certain selling
shareholders of up to 230,000 shares of the Company's Common Stock, par value
$.50 per share (the "Shares"). We have acted as counsel to the Company in
connection with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and the By-laws of the Company; (ii) resolutions of
the Board of Directors of the Company authorizing the offering and the issuance
of the shares and related matters; (iii) the
<PAGE>
Watsco, Inc.
March 4, 1996
Page 2
- - ---------------
Registration Statement and the exhibits thereto; and (iv) such other documents
and instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records, and instruments.
Based upon the foregoing examination, we are of the opinion that the
Shares have been duly and validly authorized and, when issued and delivered in
accordance with the Underwriting Agreement previously filed as Exhibit 1.1 to
the Company's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on January 23, 1996, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use
of our reports (and to all references to our Firm) included in or made a part of
this registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale
March 4, 1996.
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-3 of
Watsco, Inc. of our report on our audit of the financial statements of Three
States Supply Company, Inc. We also consent to the reference to our firm under
the caption 'Experts.'
RHEA & IVY, P.L.C.
Memphis, Tennessee
March 4, 1996
