<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.....)*
Scotsman Industries, Inc.
_______________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.10 per share
________________________________________________________________________________
(Title of Class of Securities)
809340
__________________________
(CUSIP Number)
Robert F. Quaintance, Jr., Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 10, 1994
_______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 809340 Page 2 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EJJM
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
<PAGE> 3
SCHEDULE 13D
CUSIP No. 809340 Page 3 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Onex Corporation
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE> 4
SCHEDULE 13D
CUSIP No. 809340 Page 4 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Onex DHC LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
________________________________________________________________________________
<PAGE> 5
SCHEDULE 13D
CUSIP No. 809340 Page 5 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
OMI Quebec Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE> 6
SCHEDULE 13D
CUSIP No. 809340 Page 6 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Onex Capital Corporation
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE> 7
SCHEDULE 13D
CUSIP No. 809340 Page 7 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Oncap Holding Corporation
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE> 8
SCHEDULE 13D
CUSIP No. 809340 Page 8 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gerald W. Schwartz
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 9
SCHEDULE 13D
CUSIP No. 809340 Page 9 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Matthew O. Diggs, Jr.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 10
SCHEDULE 13D
CUSIP No. 809340 Page 10 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Nancy B. Diggs
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 11
SCHEDULE 13D
CUSIP No. 809340 Page 11 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Timothy C. Collins
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 12
SCHEDULE 13D
CUSIP No. 809340 Page 12 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
W. Joseph Manifold
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 13
SCHEDULE 13D
CUSIP No. 809340 Page 13 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles R. McCollom
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 14
SCHEDULE 13D
CUSIP No. 809340 Page 14 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Anita J. Moffatt Trust u/a dated July 23, 1993
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
________________________________________________________________________________
<PAGE> 15
SCHEDULE 13D
CUSIP No. 809340 Page 15 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Anita J. Moffatt
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 16
SCHEDULE 13D
CUSIP No. 809340 Page 16 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Remo Panella
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 17
SCHEDULE 13D
CUSIP No. 809340 Page 17 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Teddy F. Reed
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 18
SCHEDULE 13D
CUSIP No. 809340 Page 18 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert L. Schafer
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 19
SCHEDULE 13D
CUSIP No. 809340 Page 19 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Graham E. Tillotson
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 20
SCHEDULE 13D
CUSIP No. 809340 Page 20 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John A. Tilmann Trust dated July 23, 1993
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
________________________________________________________________________________
<PAGE> 21
SCHEDULE 13D
CUSIP No. 809340 Page 21 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John A. Tilmann
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 22
SCHEDULE 13D
CUSIP No. 809340 Page 22 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ronald A. Anderson
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARE
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 23
SCHEDULE 13D
CUSIP No. 809340 Page 23 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kevin E. McCrone
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 24
SCHEDULE 13D
CUSIP No. 809340 Page 24 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael P. McCrone
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 25
SCHEDULE 13D
CUSIP No. 809340 Page 25 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Diggs Family Foundation
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
________________________________________________________________________________
<PAGE> 26
SCHEDULE 13D
CUSIP No. 809340 Page 26 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacific Mutual Life Insurance Company
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE> 27
SCHEDULE 13D
CUSIP No. 809340 Page 27 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PM Group Life Insurance Company
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
<PAGE> 28
SCHEDULE 13D
CUSIP No. 809340 Page 28 of 46 Pages
________________________________________________________________________________
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacific Mutual Charitable Foundation
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
Other -- See Item 3 of Statement
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,661,771
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,661,771
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,771
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
________________________________________________________________________________
<PAGE> 29
Page 29 of 46 Pages
STATEMENT ON SCHEDULE 13D
The Reporting Persons (as defined below in Item 2) are together making
this filing because they may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Act"). Information in respect of each Reporting Person is given solely by
such Reporting Person and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by any other Reporting Person.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
common stock, $.10 par value per share (the "Common Stock"), issued by Scotsman
Industries, Inc., a Delaware corporation ("Scotsman"), with principal executive
offices at 775 Corporate Woods Parkway, Vernon Hills, Illinois 60061. The
number of shares of Common Stock beneficially owned by the Reporting Persons
includes shares of Common Stock that are issuable upon conversion of Series A
$0.62 Cumulative Convertible Preferred Stock (the "Preferred Stock") issued by
Scotsman and held by the Reporting Persons.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME.
Reference is made to Rows 1 and 6 of the cover pages for the names and
citizenship or place of organization, respectively, of the persons filing this
Schedule 13D (the "Reporting Persons" and individually a "Reporting Person").
The following persons are general partners of EJJM:
Matthew O. Diggs, Jr. ("Diggs")
Nancy B. Diggs
The following persons are directors or executive officers of Onex
Corporation ("Onex Corp.")
Dan C. Casey
Donald H. Gales
Serge Gouin
Brian M. King
J. William E. Mingo
Gerald N. Pencer
<PAGE> 30
Page 30 of 46 Pages
J. Robert S. Prichard
Gerald W. Schwartz
R. Geoffrey P. Styles
Arni C. Thorsteinson
John S. Elder
Ewout R. Heersink
Anthony R. Melman
Mark L. Hilson
The following persons are representatives of Onex DHC LLC ("Onex DHC",
and together with Onex Corp. and Onex U.S. Investments, Inc., a Delaware
corporation ("Onex U.S."), "Onex"):
Donald F. West
Eric J. Rosen
The following persons are directors or executive officers of OMI
Quebec Inc. ("OMI Quebec"):
Serge Gouin
Joan Riley
Ewout R. Heersink
Claude Fontaine
The following persons are directors or executive officers of Onex
Capital Corporation ("Onex Capital"):
Arni Thorsteinson
Dan C. Casey
Gerald W. Schwartz
John S. Elder
Ewout R. Heersink
Anthony R. Melman
The following persons are directors or executive officers of Oncap
Holding Corporation ("Oncap Holding"):
Arni Thorsteinson
Dan C. Casey
Gerald W. Schwartz
John S. Elder
Ewout R. Heersink
Anthony R. Melman
<PAGE> 31
Page 31 of 46 Pages
The following persons are directors of The Diggs Family Foundation:
Matthew O. Diggs, Jr.
Nancy B. Diggs
Elizabeth Diggs Diehl
Matthew O. Diggs III
Judith Diggs Keenan
Joan Diggs Townsend
The following person is trustee of the Anita J. Moffatt Trust u/a
dated July 23, 1993:
Anita J. Moffatt
The following person is trustee of the John A. Tilmann Trust dated
July 23, 1993:
John A. Tilmann
The following persons are directors or executive officers of Pacific
Mutual Life Insurance Company ("Pacific Mutual"):
Harry G. Bubb
David R. Carmichael
Richard M. Ferry
Walter B. Gerken
Donald E. Guinn
William F. Kieschnick
Ignacio E. Lozano, Jr.
Charles A. Lynch
Allen W. Mathies, Jr., M.D.
Charles D. Miller
Donn B. Miller
Susan Westerberg Prager
Thomas C. Sutton
Lawrence R. Tollenaere
James R. Ukropina
Raymond L. Watson
Glenn S. Schafer
The following persons are directors or executive officers of PM Group
Life Insurance Company ("PM Group"):
David R. Carmichael
William L. Ferris
Audrey L. Milfs
Glenn S. Schafer
Thomas C. Sutton
Michael Berumen
The following persons are directors of the Pacific Mutual Charitable
Foundation:
Marianne Beaz
Marc S. Franklin
Brian F. Goebel
Robert Goldstone
Elaine M. Havens
Patricia A. Kosky
Robert G. Haskell
Thomas C. Sutton
Jill M. Walsh
(b) BUSINESS ADDRESS.
For EJJM
Diggs
Nancy B. Diggs
The Diggs Family Foundation
Elizabeth Diggs Diehl
Matthew O. Diggs III
Judith Diggs Keenan
Joan Diggs Townsend:
c/o The Diggs Group
1630 Kettering Tower
Dayton, Ohio 45423
For Onex Corp.
Onex Capital
Oncap Holding
Gerald W. Schwartz
Ewout R. Heersink
Anthony R. Melman
Mark L. Hilson:
Onex Corporation
161 Bay Street
49th Floor
Toronto, Ontario
Canada M5J 2S1
<PAGE> 32
Page 32 of 46 Pages
For Dan C. Casey:
Creson Corporation
5255 Yonge Street
Suite 804
North York, Ontario
Canada M2N 6P4
For Donald H. Gales:
Ellesmere Brittannia
PO Box 1698GT, Villa 639
Grand Cayman Island
British West Indies
For Serge Gouin:
Le Groupe Videotron Ltee
300, avenue Viger est
Montreal, Quebec
Canada H2X 3W4
For Brian M. King:
69 Sherwood Avenue
Scarborough, Ontario
Canada M1R 1N6
For J. William E. Mingo:
Stewart McKelvey Stirling Scales
1959 Upper Water Street
10th Floor
Halifax, Nova Scotia
Canada B3J 2X2
For Gerald N. Pencer:
Cott Corporation
207 Queens Quay West
Toronto, Ontario
Canada M5J 1A7
For J. Robert S. Prichard:
University of Toronto
Kings College Circle
Simcoe Hall, Room 206
<PAGE> 33
Page 33 of 46 Pages
Toronto, Ontario
Canada M5S 1A1
For R. Geoffrey P. Styles:
Royal Bank Plaza
Suite 3115, South Tower
Toronto, Ontario
Canada M5J 2J5
For Arni C. Thorsteinson:
Shelter Canadian Holdings Limited
2600 - 7 Evergreen Place
Winnipeg, Manitoba
Canada R3L 2T3
For John S. Elder:
Fraser & Beatty
1 First Canadian Place
42nd Floor P.O. Box 100
Toronto, Ontario
Canada M5X 1B2
For Onex DHC
Donald F. West:
Onex DHC LLC
421 Leader Street
Marion, Ohio 43302
For Eric J. Rosen
Timothy C. Collins ("Collins"):
Onex Investment Corp.
712 Fifth Avenue
40th Floor
New York, New York 10019
For OMI Quebec
Claude Fontaine:
OMI Quebec Inc.
1981 McGill College Avenue
Suite 1100
Montreal, Quebec
Canada H3A 3C1
<PAGE> 34
Page 34 of 46 Pages
For Joan Riley:
616 Sanford
St. Lambert, Quebec
Canada J4P 2Y6
For W. Joseph Manifold
Charles R. McCollom
Anita J. Moffatt Trust u/a dated July 23, 1993
Anita J. Moffatt
Remo Panella
Teddy F. Reed
Robert L. Schafer
Graham E. Tillotson
John A. Tilmann Trust dated July 23, 1993
John A. Tilmann
Ronald A. Anderson
Kevin E. McCrone
Michael P. McCrone:
The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
For Pacific Mutual
Harry G. Bubb
David R. Carmichael
Walter B. Gerken
Glenn S. Schafer
Thomas C. Sutton
Audrey L. Milfs
Pacific Mutual Charitable Foundation
Marianne Beaz
Marc S. Franklin
Brian F. Goebel
Robert Goldstone
Elaine M. Havens
Patricia A. Kosky
Robert G. Haskell
Jill M. Walsh:
Pacific Mutual Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
For PM Group
William L. Ferris
Michael Berumen:
PM Group Life Insurance Company
17330 Brookhurst Street
Fountain Valley, CA 92708
For Richard M. Ferry:
Korn/Ferry International
1800 Century Park East
Suite 900
Los Angeles, CA 90067
For Donald E. Guinn:
Pacific Telesis Group
Pacific Telesis Center
130 Kearny Street, Room 3719
San Francisco, CA 94108
For William F. Kieschnick:
ARCO
515 South Flower Street, Room 5099
Los Angeles, CA 90071
For Ignacio E. Lozano, Jr.:
La Opinion
411 West Fifth Street, 12th Fl.
Los Angeles, CA 90013
For Charles A. Lynch:
Market Value Partners Company
3000 Sand Hill Road
#1-125
Menlo Park, CA 94025
For Allen W. Mathies, Jr., M.D.:
Huntington Memorial Hospital
100 West California Boulevard
Pasadena, CA 91109-7013
For Charles D. Miller:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, CA 91103
For Donn B. Miller:
Pearson-Sibert Oil Company of Texas
136 El Camino
Suite 216
Beverly Hills, CA 90212
For Susan Westerberg Prager:
UCLA School of Law
University of California at Los Angeles
405 Hilgard Avenue
Room 3374
Los Angeles, CA 90024-1476
For Lawrence R. Tollenaere:
Ameron, Inc.
Ameron Center
245 South Los Robles Avenue
8th Floor
Pasadena, CA 91101
For James R. Ukropina:
O'Melveny & Myers
400 South Hope Street
16th Floor
Los Angeles, CA 90071
For Raymond L. Watson
The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
(c) PRINCIPAL BUSINESS OR OCCUPATION.
EJJM, Onex DHC, OMI Quebec, Onex Capital and Oncap Holding are
intermediate holding companies.
Onex Corp. is a holding company for diversified industrial and other
entities.
The Diggs Family Foundation and Pacific Mutual Charitable Foundation
are charitable trusts.
Pacific Mutual and PM Group are insurance companies.
W. Joseph Manifold, Charles R. McCollom, Anita J. Moffatt, Remo
Panella, Teddy F. Reed, Robert L. Schafer, Graham E. Tillotson, John A.
Tilmann, Ronald A. Anderson, Kevin E. McCrone and Michael P. McCrone are
employed by The Delfield Company, a Delaware corporation ("Delfield"), which
manufactures refrigerated food service equipment.
<PAGE> 35
Page 35 of 46 Pages
Collins is employed by Onex Investment Corp.
Diggs is Chief Executive Officer of The Diggs Group, a New York
general partnership providing investment banking services.
Nancy B. Diggs is a housewife.
Gerald W. Schwartz is Chairman of the Board, President and Chief
Executive Officer of Onex Corp.
Dan C. Casey is Chairman and Chief Executive Officer of Creson
Corporation, an Ontario real estate company.
Elizabeth Diggs Diehl is an engineer with Xerox Corporation, a New
York corporation, in Rochester, New York.
Matthew O. Diggs III is a student at the University of Cincinnati.
Judith Diggs Keenan is a teacher and writer in Bloomfield Hills,
Michigan.
Joan Diggs Townsend is a conservationist at the National Zoo Noah's
Center in Washington, D.C.
John S. Elder is a Partner at Fraser & Beatty, a Toronto law firm.
Claude Fontaine is a Partner at Ogilvy Renault, a Canadian law firm.
Serge Gouin is President and Chief Operating Officer of Le Groupe
Videotron Ltee, a Canadian cable television company.
Donald H. Gales, Brian M. King and R. Geoffrey P. Styles are corporate
directors.
Ewout R. Heersink is Chief Financial Officer and a Vice-President of
Onex Corp.
Mark L. Hilson is a Vice-President of Onex Corp.
Anthony R. Melman is a Vice-President of Onex Corp.
J. William E. Mingo is a Partner at Stewart McKelvey Stirling Scales,
a law firm in Halifax, Nova Scotia.
Gerald N. Pencer is Chairman of the Board of Cott Corporation, a
Canadian beverage company.
J. Robert S. Prichard is President of the University of Toronto.
<PAGE> 36
Page 36 of 46 Pages
Eric J. Rosen is Managing Director of Onex Investment Corp.
Arni C. Thorsteinson is President of Shelter Canadian Holdings
Limited, a real estate company in Winnipeg, Manitoba.
Donald F. West is a Representative of Onex DHC.
Michael Berumen is Senior Vice-President of PM Group.
Harry G. Bubb is Chairman Emeritus of Pacific Mutual.
David R. Carmichael is a Senior Vice-President and General Counsel of
Pacific Mutual.
William L. Ferris is President and Chief Executive Officer of PM
Group.
Richard M. Ferry is Chairman of Korn/Ferry International, a California
corporation, which is an executive search firm.
Walter B. Gerken is Chairman of the Executive Committee of Pacific
Mutual.
Donald E. Guinn is Chairman Emeritus of Pacific Telesis Group, a
Nevada corporation, which is a communications firm.
Robert G. Haskell is Vice-President for Public Affairs of Pacific
Mutual.
Elaine M. Havens is a Vice-President of Pacific Mutual.
William F. Kieschnick is President, Chief Executive Officer Emeritus
and Director of ARCO, a Delaware corporation, which is an integrated oil
company.
Ignacio E. Lozano, Jr., is Chairman and Editor-in-Chief of La Opinion,
a Los Angeles journalistic publication.
Charles A. Lynch is an investor and Chairman of Market Value Partners
Company, located in Menlo Park, California.
Allen W. Mathies, Jr., M.D., is President of Huntington Memorial
Hospital in Pasadena, California.
Audrey L. Milfs is a Vice-President and Secretary of Pacific Mutual.
Charles D. Miller is Chairman and Chief Executive Officer of Avery
Dennison Corporation, a Delaware corporation, which is a manufacturer of
self-adhesive products.
Donn B. Miller is President and Chief Executive Officer of Pearson-
Sibert Oil Company of Texas, an oil production company.
Susan Westerberg Prager is Dean of the UCLA Law School.
Glenn S. Schafer is an Executive Vice-President of Pacific Mutual.
Thomas C. Sutton is Chairman and Chief Executive Officer of Pacific
Mutual.
Lawrence R. Tollenaere is Chairman and Chief Executive Officer of
Ameron, Inc., a California corporation, which is a construction company.
James R. Ukropina is a Partner at O'Melveny & Myers, a Los Angeles law
firm.
Raymond L. Watson is Vice Chairman of The Irvine Company, a real
estate development company in Newport Beach, California.
Marianne Beaz, Marc S. Franklin, Brian F. Goebel, Robert Goldstone,
Patricia A. Kosky and Jill M. Walsh are employed by Pacific Mutual.
(d) No person listed in Item 2 of this Statement on Schedule 13D
has been convicted during the last five years in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No person listed in Item 2 of this Statement on Schedule 13D
is or has been during the last five years a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding is or has been subject to any civil judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation in
respect of such laws.
(f) CITIZENSHIP.
All natural persons listed in Item 2 of this Statement on Schedule 13D
are citizens of the United States of America, except that (i) all directors and
executive officers of Onex Corp., Onex Capital, Oncap Holding and OMI Quebec,
as set forth in Item 2, are citizens of Canada, with the exception of Ewout R.
Heersink, who is a citizen of the Netherlands, and (ii) Remo Panella is a
citizen of Italy.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(1) Pursuant to an Agreement and Plan of Merger, dated as of
January 11, 1994, as amended March 17, 1994 (the "DFC Merger Agreement"), by
and among Scotsman, Scotsman Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of Scotsman (the "Sub"), DFC Holding Corporation
("DFC"), a Delaware corporation, Delfield, a wholly-owned subsidiary of DFC,
certain of the Reporting Persons (the "DFC Stockholders") and Continental Bank,
N.A., the Sub merged into DFC and DFC became a wholly-owned subsidiary of
Scotsman. Pursuant to the DFC Merger Agreement, the shares of DFC common stock
held by the DFC Stockholders were converted into Common Stock, Preferred Stock,
contingent rights to acquire additional shares of Common Stock and cash.
(2) Diggs and Collins are Directors on the Board of Scotsman and
each received 1090 shares of Common Stock on June 10, 1994 as retainer fees for
their service as Directors.
<PAGE> 37
Page 37 of 46 Pages
(3) In December 1994, EJJM distributed 62,000 shares of Common
Stock valued at approximately $1 million to Diggs, who then donated all of such
Common Stock to The Diggs Family Foundation on December 28, 1994.
(4) On December 19, 1994, Pacific Mutual and PM Group donated
an aggregate of 157,571 shares of Common Stock to Pacific Mutual Charitable
Foundation.
ITEM 4. PURPOSE OF TRANSACTION.
Each Reporting Person's acquisition of Common Stock was for investment.
(a)(1) Pursuant to the DFC Merger Agreement, the DFC Stockholders
have the right to receive up to 520,260 additional shares of Common Stock, pro
rata based on such DFC Stockholder's percentage ownership of DFC common stock
at the time of the merger effected by the DFC Merger Agreement, with the
precise number based on the extent to which the combined earnings before
interest, taxes, depreciation and amortization of Delfield for the fiscal year
ending December 31, 1994 and Whitlenge Drink (as defined below) for the fiscal
year ending September 30, 1994 meet a specified target ("Target EBITDA").
(2) A Share Acquisition Agreement, dated as of January 11, 1994,
as amended March 17, 1994 (the "WAL Acquisition Agreement"), was executed by
and among Scotsman, Whitlenge Acquisition Limited, a private company limited by
shares registered in England ("WAL"), Whitlenge Drink Equipment Limited, a
private company limited by shares registered in England and a wholly-owned
subsidiary of WAL ("Whitlenge Drink"), certain of the Reporting Persons, Onex
U.S. and other WAL stockholders (together with those certain of the Reporting
Persons and Onex U.S., the "WAL Stockholders"), pursuant to which Scotsman
acquired all outstanding shares of WAL stock in exchange for cash and
contingent rights to acquire Common Stock. Pursuant to the WAL Acquisition
Agreement, the WAL Stockholders will have the right to receive an aggregate of
up to 146,740 additional shares of Common Stock, pro rata based on such WAL
Stockholder's percentage ownership of WAL ordinary shares at the time of the
merger effected by the DFC Merger Agreement, with the precise number based on
the extent to which Target EBITDA is met.
(3) Holders of shares of Common Stock are entitled to purchase
additional shares of Common Stock under certain circumstances pursuant to a
Rights Agreement, dated as of April 14, 1989, as amended January 11, 1994
(the "Rights Agreement").
(4) All Reporting Persons employed by DFC or Delfield will be
eligible as of January 1, 1995 to acquire shares of Common Stock pursuant to
Delfield's 401(k) Savings and Profit Sharing Retirement Plan (the "Delfield
401(k) Plan") and any or all of those persons may receive, from time to time if
granted by the Compensation Committee of the Board of Directors of Scotsman,
options to acquire Common Stock pursuant to
<PAGE> 38
Page 38 of 46 Pages
Scotsman's Long-Term Executive Incentive Compensation Plan (the "Scotsman
Executive Stock Option Plan").
(5) As Non-management Directors of Scotsman, Diggs and Collins may
receive for their services (i) annual retainer fees of shares of Common Stock
having a market value of $16,000, as determined on the day immediately
preceding the date of the annual meeting of the Scotsman shareholders (the
"Annual Meeting") and (ii), if either serves as chairman of the Audit,
Compensation or Executive Committees of the Board of Directors, shares of
Common Stock having a market value of $2,000, as determined in the same manner
as the Common Stock received as annual retainer fees.
(6) Pursuant to a Non-Employee Director Stock Option Plan (the
"Director Stock Option Plan"), approved by the Scotsman Board of Directors on
August 11, 1994 and subject to approval by Scotsman's stockholders at the 1995
Annual Meeting, Diggs and Collins each (i) have been granted options to
purchase 2,000 shares of Common Stock, which options will vest on the day
before the 1995 Annual Meeting, and (ii) will be granted on the day following
each Annual Meeting an option to purchase 1,000 shares of Common Stock, which
option will vest the day before the subsequent Annual Meeting. In the event
that the Scotsman stockholders do not approve the Director Stock Option Plan at
the 1995 Annual Meeting, the plan and any options granted thereunder will be of
no force and effect.
(b) through (j) not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Reference is made to Rows (11) and (13) of each Reporting
Person's cover page.
Matthew O. Diggs III holds 30 shares of Common Stock.
None of the other persons named in Item 2 holds any Common Stock.
(b) Reference is made to Rows (7) through (10) of each Reporting
Person's cover page.
(c) Reference is made to Item 3(3)-(4) of this Statement on Schedule
13D.
Pacific Mutual effected the following sales of Common Stock through
a broker in the public market:
No. of Shares Price Per Share Date
------------- --------------- --------
29,571 $17.00 11/11/94
8,824 $18.00 11/15/94
PM Group effected the following sales of Common Stock through a broker
in the public market:
No. of Shares Price Per Share Date
------------- --------------- --------
3,943 $17.00 11/11/94
1,176 $18.00 11/15/94
(d) and (e) are not applicable.
<PAGE> 39
Page 39 of 46 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
(1) Reference is made to the arrangements described in Item 4(a)
of this Statement to Schedule 13D.
(2) Pursuant to a Stockholders' Agreement, dated January 11, 1994
(the "Stockholders' Agreement"), by and among the DFC Stockholders and the WAL
Stockholders, each Reporting Person that held DFC stock as of the date of the
Stockholders' Agreement is prohibited, for one year from the effective date of
the merger contemplated by the DFC Merger Agreement, from exchanging or
otherwise disposing of a number of shares of Common Stock that would reduce the
value of such Reporting Person's remaining number of shares below 40% of the
consideration that such Reporting Person received pursuant to the DFC Merger
Agreement.
(3) Pursuant to the Stockholders' Agreement, the Reporting Persons
may not transfer any shares of Common Stock, except for transfers pursuant to
an underwritten public offering or sale in the public market through a broker,
unless the transferee agrees to become party to, and be bound by, the
Stockholders' Agreement.
(4) Pursuant to the Stockholders' Agreement, Onex holds a proxy
from the Reporting Persons to vote all shares of Common Stock held by such
Reporting Persons.
(5) Pursuant to the DFC Merger Agreement and the WAL Acquisition
Agreement, the DFC Stockholders and the WAL Stockholders have the right to
request that Scotsman effect three registrations for public offering of the
Common Stock held and to be held by the DFC Stockholders and the WAL
Stockholders (the "Demand Registration Rights"). Pursuant to the Stockholders'
Agreement, Onex holds the exclusive right to two Demand Registration Rights,
subject to Pacific Mutual's non-exclusive right to one such Demand Registration
Right if Onex has not exercised a Demand Registration Right by April 1, 1996,
and EJJM has exclusive right to the remaining Demand Registration Right.
(6) Pursuant to the DFC Merger Agreement and the WAL Acquisition
Agreement, Collins and Diggs were appointed to the Board of Directors of
Scotsman, with future designations of those two directorships to be made by the
DFC Stockholders and the WAL Stockholders. The Stockholders' Agreement
provides that those two directorship designations will be made one each by Onex
and EJJM so long as they hold Scotsman stock. In addition, pursuant to the DFC
Merger Agreement and WAL Acquisition Agreement, the DFC Stockholders and the
WAL Stockholders must vote for the directorship candidates nominated by the
Scotsman Board of Directors. The rights and obligations in respect of the
designation of Scotsman Directors last for ten years if not renewed by
agreement among Scotsman, the DFC Stockholders and the WAL Stockholders.
<PAGE> 40
Page 40 of 46 Pages
(7) Pursuant to a "standstill" provision in the DFC Merger
Agreement and the WAL Acquisition Agreement, the DFC Stockholders and the WAL
Stockholders may not, for a period of five years following the effective date
of the merger effected by the DFC Merger Agreement, acquire additional
interests in Scotsman voting securities (other than acquisitions related to
such person's service as a director or officer as set forth in Item 4 of this
Statement) or participate in an acquisition of, or proxy contest in respect of,
Scotsman. In addition, the DFC Stockholders and the WAL Stockholders may not
sell in any transaction or series of related transactions more than 500,000
shares of Common Stock unless the transferee agrees to be bound by such
standstill provision.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement
Exhibit B - Power of Attorney Designating Ewout
R. Heersink
Exhibit C - Power of Attorney Designating
Matthew O. Diggs, Jr.
Exhibit D - Power of Attorney Designating W.
Joseph Manifold and Kevin E. McCrone
Exhibit E - DFC Merger Agreement (incorporated
herein by reference to the Issuer's
Form 8-K, dated January 13, 1994,
File No. 0-10182), as amended March
17, 1994 (incorporated herein by
reference to the Issuer's Form 10-K
for the fiscal year ended January 2,
1994, File No. 0-10182)
Exhibit F - WAL Acquisition Agreement
(incorporated herein by reference to
the Issuer's Form 10-K for the fiscal
year ended January 2, 1994, File No.
0-10182), as amended March 17, 1994
(incorporated herein by reference to
the Issuer's Form 10-K for the fiscal
year ended January 2, 1994, File No.
0-10182)
Exhibit G - Rights Agreement (incorporated
herein by reference to the Issuer's
8-K, dated April 25 1989, File No.
0-10182), as amended January 11,
1994 (incorporated herein by
reference to the Issuer's Amendment
No. 4 to General Form for
Registration of Securities on Form
10/A, filed with the Commission on
January 27, 1994, File No. 0-10182)
<PAGE> 41
Page 41 of 46 Pages
Exhibit H - Scotsman Executive Stock Option Plan
(incorporated herein by reference to
the Issuer's 10-Q for the quarter
ended June 28, 1992, File No.
0-10182)
Exhibit I - Delfield 401(k) Plan (incorporated
herein by reference to the Issuer's
Registration Statement on Form S-8,
as filed with the Commission on
November 7, 1994, File No. 33-56353)
Exhibit J - Director Stock Option Plan
Exhibit K - Stockholders' Agreement
<PAGE> 42
Page 42 of 46 Pages
SIGNATURE.
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.
Dated: December 28, 1994
* The Diggs Family Foundation
-------------------------
Nancy B. Diggs
By: *
---------------------------
Matthew O. Diggs, Jr.
EJJM Director
By: * *
------------------------- ---------------------------
Matthew O. Diggs, Jr. Matthew O. Diggs, Jr.
*By: /s/ Matthew O. Diggs, Jr.
-------------------------
Matthew O. Diggs, Jr.
Attorney-in-Fact
<PAGE> 43
Page 43 of 46 Pages
SIGNATURE.
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.
Dated: December 28, 1994
**
------------------------- Onex Corporation
Gerald W. Schwartz
By: **
--------------------------
Ewout R. Heersink
Onex Capital Corporation Vice-President
By: ** Oncap Holding Corporation
-------------------------
Ewout R. Heersink
Vice-President
By: **
--------------------------
Ewout R. Heersink
OMI Quebec Inc. Vice-President
By: ** Onex DHC LLC
-------------------------
Ewout R. Heersink
Vice-President
By: **
--------------------------
Donald F. West
Representative
**By: /s/ Ewout R. Heersink
--------------------------
Ewout R. Heersink
Attorney-in-Fact
<PAGE> 44
Page 44 of 46 Pages
SIGNATURE.
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.
Dated: December 28, 1994
*** ***
------------------------- -----------------------
Charles R. McCollom Graham E. Tillotson
/s/ W. Joseph Manifold
------------------------- John A. Tilmann Trust
W. Joseph Manifold dated July 23, 1993
By: ***
-----------------------
Anita J. Moffatt Trust John A. Tilmann
u/a dated July 23, 1993 Trustee
By: ***
-------------------------
Anita J. Moffatt ***
Trustee -----------------------
John A. Tilmann
*** ***
------------------------- -----------------------
Anita J. Moffatt Ronald A. Anderson
*** ***
------------------------- -----------------------
Remo Panella Kevin E. McCrone
*** ***
------------------------- -----------------------
Teddy F. Reed Michael P. McCrone
*** ***By: /s/ W. Joseph Manifold
------------------------- -----------------------
Robert L. Schafer W. Joseph Manifold
Attorney-in-Fact
<PAGE> 45
Page 45 of 46 Pages
SIGNATURE.
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.
Dated: December 28, 1994
/s/ Timothy C. Collins
----------------------
Timothy C. Collins
<PAGE> 46
Page 46 of 46 Pages
SIGNATURE.
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.
Dated: December 28, 1994
Pacific Mutual Life
Insurance Company
By: /s/ Elaine M. Havens
--------------------
Elaine M. Havens
Vice President
PM Group Life
Insurance Company
By: /s/ Audrey L. Milfs
-------------------
Audrey L. Milfs
Director
Pacific Mutual
Charitable Foundation
By: /s/ Elaine M. Havens
--------------------
Elaine M. Havens
Director
<PAGE> 47
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement
Exhibit B - Power of Attorney Designating Ewout
R. Heersink
Exhibit C - Power of Attorney Designating
Matthew O. Diggs, Jr.
Exhibit D - Power of Attorney Designating W.
Joseph Manifold and Kevin E. McCrone
Exhibit E - DFC Merger Agreement (incorporated
herein by reference to the Issuer's
Form 8-K, dated January 13, 1994,
File No. 0-10182), as amended March
17, 1994 (incorporated herein by
reference to the Issuer's Form 10-K
for the fiscal year ended January 2,
1994, File No. 0-10182)
Exhibit F - WAL Acquisition Agreement
(incorporated herein by reference to
the Issuer's Form 10-K for the fiscal
year ended January 2, 1994, File No.
0-10182), as amended March 17, 1994
(incorporated herein by reference to
the Issuer's Form 10-K for the fiscal
year ended January 2, 1994, File No.
0-10182)
Exhibit G - Rights Agreement (incorporated
herein by reference to the Issuer's
8-K, dated April 25 1989, File No.
0-10182), as amended January 11,
1994 (incorporated herein by
reference to the Issuer's Amendment
No. 4 to General Form for
Registration of Securities on Form
10/A, filed with the Commission on
January 27, 1994, File No. 0-10182)
<PAGE> 48
Exhibit H - Scotsman Executive Stock Option Plan
(incorporated herein by reference to
the Issuer's 10-Q for the quarter
ended June 28, 1992, File No.
0-10182)
Exhibit I - Delfield 401(k) Plan (incorporated
herein by reference to the Issuer's
Registration Statement on Form S-8,
as filed with the Commission on
November 7, 1994, File No. 33-56353)
Exhibit J - Director Stock Option Plan
Exhibit K - Stockholders' Agreement
<PAGE> 1
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing of the
Schedule 13D to which this Agreement is attached and to the joint filing of all
amendments thereto.
This Agreement may be executed in one or more counterparts,
each of which shall be considered an original counterpart, and shall become a
binding agreement when each of the parties designated as signatories shall have
executed one counterpart.
Dated: December 28, 1994
* The Diggs Family Foundation
-------------------------
Nancy B. Diggs
By: *
-------------------------
Matthew O. Diggs, Jr.
EJJM Director
By: * *
------------------------- -------------------------
Matthew O. Diggs, Jr. Matthew O. Diggs, Jr.
*By: /s/ Matthew O. Diggs, Jr.
-------------------------
Matthew O. Diggs, Jr.
Attorney-in-Fact
**
------------------------- Onex Corporation
Gerald W. Schwartz
By: **
-------------------------
Ewout R. Heersink
Onex Capital Corporation Vice-President
By: ** Oncap Holding Corporation
------------------------
Ewout R. Heersink
Vice-President
By: **
-------------------------
Ewout R. Heersink
Vice-President
<PAGE> 2
OMI Quebec Inc. Onex DHC LLC
By: ** By: **
------------------------- -------------------------
Ewout R. Heersink Donald F. West
Vice-President Representative
**By: /s/ Ewout R. Heersink
-------------------------
Ewout R. Heersink
Attorney-in-Fact
*** ***
------------------------- -------------------------
Charles R. McCollom Graham E. Tillotson
/s/ W. Joseph Manifold John A. Tilmann Trust
------------------------- dated July 23, 1993
W. Joseph Manifold
By: ***
-------------------------
Anita J. Moffatt Trust John A. Tilmann
u/a dated July 23, 1993 Trustee
By: ***
------------------------- ***
Anita J. Moffatt -------------------------
Trustee John A. Tilmann
*** ***
------------------------- -------------------------
Anita J. Moffatt Ronald A. Anderson
*** ***
------------------------- -------------------------
Remo Panella Kevin E. McCrone
*** ***
------------------------- -------------------------
Teddy F. Reed Michael P. McCrone
*** ***By: /s/ W. Joseph Manifold
------------------------- -------------------------
Robert L. Schafer W. Joseph Manifold
Attorney-in-Fact
2
<PAGE> 3
/s/ Timothy C. Collins
-------------------------
Timothy C. Collins
Pacific Mutual Life
Insurance Company
By: /s/ Elaine M. Havens
-------------------------
Elaine M. Havens
Vice President
PM Group Life
Insurance Company
By: /s/ Audrey L. Milfs
-------------------------
Audrey L. Milfs
Director
Pacific Mutual
Charitable Foundation
By: /s/ Elaine M. Havens
-------------------------
Elaine M. Havens
Director
3
<PAGE> 1
Exhibit B
Power of Attorney
Each person whose signature appears below constitutes and
appoints Ewout R. Heersink such person's true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign the
Statement to which this Exhibit is attached and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
This Agreement may be executed in one or more counterparts,
each of which shall be considered an original counterpart, and shall become a
binding agreement when each of the parties designated as signatories shall have
executed one counterpart.
Dated: December 21, 1994
/s/ Gerald W. Schwartz
------------------------- Onex Corporation
Gerald W. Schwartz
By: /s/ Ewout R. Heersink
-------------------------
Onex Capital Corporation Ewout R. Heersink
Vice-President
By: /s/ Ewout R. Heersink
-------------------------
Ewout R. Heersink Oncap Holding Corporation
Vice-President
By: /s/ Ewout R. Heersink
-------------------------
Ewout R. Heersink
Vice-President
1
<PAGE> 2
Onex Quebec Inc.
By: /s/ Ewout R. Heersink /s/ Timothy C. Collins
------------------------- -------------------------
Ewout R. Heersink
Vice-President
Onex DHC LLC
By: /s/ Donald F. West
-------------------------
Donald F. West
Representative
2
<PAGE> 1
Exhibit C
Power of Attorney
Each person whose signature appears below constitutes and
appoints Matthew O. Diggs, Jr. such person's true and lawful attorney-in-fact
and agent, with full powers of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all capacities, to sign
the Statement to which this Exhibit is attached and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
This Agreement may be executed in one or more counterparts,
each of which shall be considered an original counterpart, and shall become a
binding agreement when each of the parties designated as signatories shall have
executed one counterpart.
Dated: December 21, 1994
/s/ Nancy B. Diggs The Diggs Family Foundation
-------------------------
Nancy B. Diggs
By: /s/ Matthew O. Diggs, Jr.
-------------------------
Matthew O. Diggs, Jr.
EJJM Director
By: /s/ Matthew O. Diggs, Jr. /s/ Matthew O. Diggs, Jr.
------------------------- -------------------------
Matthew O. Diggs, Jr. Matthew O. Diggs, Jr.
<PAGE> 1
Exhibit D
Power of Attorney
Each person whose signature appears below constitutes and
appoints Kevin E. McCrone and W. Joseph Manifold and each of them such person's
true and lawful attorney-in-fact and agent, with full powers of substitution
and resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign the Statement to which this Exhibit is
attached and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
This Agreement may be executed in one or more counterparts,
each of which shall be considered an original counterpart, and shall become a
binding agreement when each of the parties designated as signatories shall have
executed one counterpart.
Dated: December 21, 1994
/s/ Charles R. McCollom /s/ Graham E. Tillotson
------------------------- -------------------------
Charles R. McCollom Graham E. Tillotson
/s/ W. Joseph Manifold
------------------------- John A. Tilmann
W. Joseph Manifold Trust dated
July 23, 1993
Anita J. Moffatt By: /s/ John A. Tilmann
Trust u/a dated -------------------------
July 23, 1993 John A. Tilmann
Trustee
By: /s/ Anita J. Moffatt
--------------------------
Anita J. Moffatt /s/ John A. Tilmann
Trustee -------------------------
John A. Tilmann
/s/ Anita J. Moffatt /s/ Ronald A. Anderson
------------------------- -------------------------
Anita J. Moffatt Ronald A. Anderson
<PAGE> 2
/s/ Remo Panella /s/ Kevin E. McCrone
------------------------- -------------------------
Remo Panella Kevin E. McCrone
/s/ Teddy F. Reed /s/ Michael P. McCrone
------------------------- -------------------------
Teddy F. Reed Michael P. McCrone
/s/ Robert L. Schafer
-------------------------
Robert L. Schafer
2
<PAGE> 1
Exhibit J
SCOTSMAN INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE 1
DEFINITIONS
Whenever used in the Plan, the following terms shall have the
meanings set forth below:
1.1 AWARD AGREEMENT. "Award Agreement" means an
agreement entered into by and between the Company and a Non-employee Director,
setting forth the terms and provisions applicable to an Option granted under
the Plan.
1.2 BENEFICIAL OWNER. "Beneficial Owner" shall have the
meaning given such term in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.
1.3 BOARD OR BOARD OF DIRECTORS. "Board" or "Board
of Directors" means the board of directors of the Company.
1.4 CHANGE IN CONTROL. A "Change in Control" of the
Company shall be deemed to have occurred upon the occurrence of any of the
following:
(1) the acquisition by any Person of beneficial ownership
within the meaning of Rule 13d-3 promulgated under
the Exchange Act of 20% or more of either (i) the
then outstanding shares of Common Stock of the
Company (the "Outstanding Company Common Stock") or
(ii) the combined voting power of the then
outstanding securities of the Company entitled to
vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change in Control: (A) any acquisition
directly from the Company (excluding any acquisition
resulting from the exercise of a conversion or
exchange privilege in respect of outstanding
convertible or exchangeable securities), (B) any
acquisition by the Company, (C) any acquisition by an
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by
any corporation pursuant to a reorganization, merger
or consolidation involving the Company, if
immediately after such reorganization, merger or
<PAGE> 2
consolidation, each of the conditions described in
clauses (i), (ii) and (iii) of subsection (3) of this
Section 1.4 shall be satisfied; and provided further
that, for purposes of clause (B), if any Person
(other than the Company or any employee benefit plan
(or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company
shall become the beneficial owner of 20% or more of
the Outstanding Company Common Stock or 20% or more
of the Outstanding Company Voting Securities by
reason of an acquisition by the Company and such
Person shall, after such acquisition by the Company,
become the beneficial owner of any additional shares
of the Outstanding Company Common Stock or any
additional Outstanding Company Voting Securities and
such beneficial ownership is publicly announced, such
additional beneficial ownership shall constitute a
Change in Control;
(2) individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of such
Board; provided, however, that any individual who
becomes a director of the Company subsequent to the
date hereof whose election, or nomination for
election by the Company's stockholders, was approved
by the vote of at least a majority of the directors
then comprising the Incumbent Board shall be deemed
to have been a member of the Incumbent Board; and
provided further, that no individual who was
initially elected as a director of the Company as a
result of an actual or threatened election contest,
as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act, or any other
actual or threatened solicitation of proxies or
consents by or on behalf of any Person other than the
Board shall be deemed to have been a member of the
Incumbent Board;
(3) approval by the stockholders of the Company of a
reorganization, merger or consolidation unless, in
any such case, immediately after such reorganization,
merger or consolidation, (i) more than 60% of the
then outstanding shares of common stock of the
corporation resulting from such reorganization,
merger or consolidation and more than 60% of the
Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such
reorganization, merger or consolidation and in
substantially the same proportions relative to each
other as their ownership, immediately prior to such
reorganization, merger or consolidation, of the
Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii)
no Person (other than the Company, any employee
benefit plan (or related trust) sponsored or
maintained by the Company or the corporation
resulting from
<PAGE> 3
such reorganization, merger or consolidation (or any
corporation controlled by the Company) and any Person
which beneficially owned, immediately prior to such
reorganization, merger or consolidation, directly or
indirectly, 20% or more of the Outstanding Company
Common Stock or the Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of the then
outstanding shares of common stock of such
corporation or 20% or more of the combined voting
power of the then outstanding securities of such
corporation entitled to vote generally in the
election of directors and (iii) at least a majority
of the members of the board of directors of the
corporation resulting from such reorganization,
merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial
agreement or action of the Board providing for such
reorganization, merger or consolidation; or
(4) approval by the stockholders of the Company of (i) a
plan of complete liquidation or dissolution of the
Company or (ii) the sale or other disposition of all
or substantially all of the assets of the Company
other than to a corporation with respect to which,
immediately after such sale or other disposition, (A)
more than 60% of the then outstanding shares of
common stock thereof and more than 60% of the
combined voting power of the then outstanding
securities thereof entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially all
of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding
Company Common Stock and the Outstanding Company
Voting Securities immediately prior to such sale or
other disposition and in substantially the same
proportions relative to each other as their
ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities, as the
case may be, (B) no Person (other than the Company,
any employee benefit plan (or related trust)
sponsored or maintained by the Company or such
corporation (or any corporation controlled by the
Company) and any Person which beneficially owned
immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the
Outstanding Company Common Stock or the Outstanding
Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or
more of the then outstanding shares of common stock
thereof or 20% or more of the combined voting power
of the then outstanding securities thereof entitled
to vote generally in the election of directors and
(C) at least a majority of the members of the board
of directors thereof were members of the Incumbent
Board at the time of the execution of the initial
agreement or action of the Board providing for such
sale or other disposition.
-3-
<PAGE> 4
1.5 CODE. "Code" means the Internal Revenue Code of
1986, as amended from time to time.
1.6 COMMISSION. "Commission" means the United States
Securities and Exchange Commission or any successor agency thereto.
1.7 COMPANY. "Company" means Scotsman Industries, Inc.,
a Delaware corporation, or any successor thereto as provided in Section 8.5
herein.
1.8 DIRECTOR. "Director" means any individual who is a
member of the Board of Directors of the Company.
1.9 DISABILITY. "Disability" means a permanent and total
disability, within the meaning of Section 22(e)(3) of the Code.
1.10 EFFECTIVE DATE. "Effective Date" shall have the
meaning set forth in Section 2.3 hereof.
1.11 EMPLOYEE. "Employee" means any employee of the
Company or of any of the Company's Subsidiaries. For purposes of the Plan, an
individual whose only employment relationship with the Company is as a Director
shall not be deemed to be an Employee.
1.12 EXCHANGE ACT. "Exchange Act" means the Securities
Exchange Act of 1934, as amended from time to time, or any successor act
thereto.
1.13 FAIR MARKET VALUE. "Fair Market Value" shall mean
the average of the highest and lowest sale prices for Shares on the relevant
date, as reported on the New York Stock Exchange, or if there were no sales on
such date, the weighted average of the mean between the highest and lowest sale
prices reported on the New York Stock Exchange the nearest day before and the
highest and lowest sale prices reported on the New York Stock Exchange on the
nearest day after the relevant date.
1.14 NON-EMPLOYEE DIRECTOR. "Non-employee Director" means
any individual who is a member of the Board of Directors of the Company, but
who is not otherwise an Employee.
1.15 OPTION. "Option" means a nonqualified stock option
to purchase Shares, granted under Article 6 herein.
1.16 OPTION PRICE. "Option Price" means the price at
which a Share may be purchased under an Option.
1.17 PARTICIPANT. "Participant" means a Non-employee
Director who has outstanding an Option granted under the Plan.
1.18 PERMITTED TRANSFEREE. "Permitted Transferee" shall
have the meaning set forth in Section 6.11 hereof.
-4-
<PAGE> 5
1.19 PERSON. "Person" shall have the meaning ascribed to
such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d).
1.20 PLAN. "Plan" shall have the meaning set forth in
Section 2.1 hereof.
1.21 SHARES. "Shares" means shares of common stock of the
Company, par value $.10 per share, together with the related common stock
purchase rights.
1.22 SUBSIDIARY. "Subsidiary" means any corporation in
which the Company owns directly, or indirectly through subsidiaries, at least
fifty percent (50%) of the total combined voting power of all classes of stock,
or any other entity (including, but not limited to, partnerships and joint
ventures) in which the Company owns at least fifty percent (50%) of the
combined equity thereof.
ARTICLE 2
ESTABLISHMENT, PURPOSE AND DURATION
2.1 ESTABLISHMENT OF THE PLAN. Subject to the subsequent
approval by an affirmative vote of the stockholders of the Company in
accordance with the requirements of Rule 16b-3 under the Exchange Act, the
Company hereby establishes an incentive compensation plan to be known as the
"Scotsman Industries Non-Employee Director Stock Option Plan" (the "Plan"), as
set forth in this document. The Plan permits the grant of Options, subject to
the terms and provisions set forth herein.
2.2 PURPOSE OF THE PLAN. The purpose of the Plan is to
promote the achievement of long-term objectives of the Company by linking the
personal financial interests of Non-employee Directors to those of the
Company's stockholders and to attract and retain Non-employee Directors of
outstanding competence.
2.3 DURATION OF THE PLAN. Subject to the subsequent
approval of the stockholders in accordance with Section 2.1, the Plan shall
commence on August 11, 1994 (the "Effective Date") and shall remain in effect,
subject to the right of the Board of Directors to terminate the Plan at any
time pursuant to Article 7 hereof, until all Shares subject to the Plan shall
have been purchased or acquired according to the Plan's provisions.
ARTICLE 3
ADMINISTRATION
3.1 APPOINTMENT OF BOARD OF DIRECTORS AS ADMINISTRATOR.
The Plan shall be administered by the Board of Directors, subject to the
restrictions set forth in the Plan.
3.2 POWERS OF THE BOARD. The Board shall have full
power, discretion, and authority to interpret and administer the Plan in a
manner which is consistent with the Plan's provisions; provided, however, that
in no event shall the Board have the power to determine the criteria for
-5-
<PAGE> 6
eligibility to participate in the Plan, the number of Options or Shares subject
to Options granted under the Plan, or the Option Price, vesting period, or
timing of the grant of Options under the Plan, all of which determinations
shall be automatically made pursuant to the provisions of the Plan.
3.3 DECISIONS BINDING. All determinations and decisions
made by the Board pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all Persons, including the Company, its
stockholders, Participants, and Permitted Transferees.
ARTICLE 4
SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to adjustment as provided
in Section 4.3 herein, the total number of Shares available for grant under the
Plan may not exceed one hundred thousand (100,000). Shares issued pursuant to
the Plan may consist of authorized and unissued Shares or Shares which have
been or may be held by the Company in treasury, as determined from time to time
by the Board. The grant of an Option shall reduce the number of Shares
available for grant under the Plan by the number of Shares subject to such
Option.
4.2 LAPSED AWARDS. If any Option granted under the Plan
terminates, expires, is forfeited, or lapses for any reason, any Shares subject
to such Option shall again be available for grant under the Plan to the extent
consistent with Rule 16b-3 of the Exchange Act and the interpretations of the
Commission thereunder.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of
corporate changes affecting the Shares, this Plan or Options granted thereunder
(including without limiting the generality of the foregoing, stock dividends,
stock splits, recapitalizations, reorganizations, mergers, consolidations or
other relevant changes in capitalization), the Board shall make appropriate
adjustments in price and number of Shares and kind of securities subject to
Options or in the terms of such Options, which it deems equitable to prevent
dilution or enlargement of rights under the Options; provided, however, that no
such adjustment shall be made if the adjustment would cause the Plan to fail to
comply with the "formula award" exception under Rule 16b-3 under the Exchange
Act or any successor regulation. In addition, the Board may from time to time
equitably change the aggregate number or remaining number of Shares or kind of
securities which may be issued under the Plan to reflect any such corporate
changes; provided, however, that no such change shall be made if such change
would cause the Plan to fail to comply with the "formula award" exception under
Rule 16b-3 under the Exchange Act or any successor regulation.
ARTICLE 5
ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY. Persons eligible to participate in the
Plan are limited to Non-employee Directors who are serving on the Board on the
date of each scheduled grant under the Plan.
-6-
<PAGE> 7
5.2 ACTUAL PARTICIPATION. All eligible Non-employee
Directors shall receive grants of Options pursuant to the terms and provisions
set forth in Article 6 herein.
ARTICLE 6
OPTIONS
6.1 INITIAL GRANT OF OPTIONS. Subject to the subsequent
approval of the Plan by the stockholders of the Company in accordance with
Section 2.1, each individual who is a Non-employee Director on the Effective
Date shall be granted, on the Effective Date, an Option to purchase two
thousand (2,000) Shares. Thereafter, each newly elected or appointed
Non-employee Director shall be granted, on the next business day following the
date on which such Non-employee Director is first elected or appointed to the
Board, an Option to purchase two thousand (2,000) Shares. The specific terms
and provisions of such Options shall be incorporated in Award Agreements,
executed pursuant to Section 6.4 of the Plan.
6.2 SUBSEQUENT GRANTS OF OPTIONS. During the period
beginning with the next business day following the 1995 Annual Meeting and
subject to the limitation on the number of Shares subject to the Plan, on the
next business day following each annual meeting of the Company's stockholders,
each Non-employee Director (other than a Non-employee Director who has not then
yet served at least six (6) months on the Board) shall be granted an Option to
purchase one thousand (1,000) Shares, effective as of each such next business
day following the annual stockholders' meeting.
6.3 LIMITATION ON GRANT OF OPTIONS. Other than those
grants of Options set forth in Sections 6.1 and 6.2 herein, no additional
Options shall be granted under the Plan.
6.4 OPTION AWARD AGREEMENT. Each Option grant shall be
evidenced by an Award Agreement that shall specify the Option Price, the term
of the Option, and the number of Shares available for purchase under the
Option, in accordance with the provisions of the Plan.
6.5 OPTION PRICE. The purchase price per Share for each
Share which may be purchased pursuant to an Option shall equal the Fair Market
Value of a Share on the date the Option is granted.
6.6 TERM OF OPTIONS. Except as otherwise provided in
Section 6.8 hereof, each Option shall expire, and all rights to purchase Shares
thereunder shall cease, on the date ten (10) years and one day from the date on
which the Option was granted.
6.7 VESTING OF SHARES SUBJECT TO OPTION. Subject to the
terms of this Plan, each Option granted under the Plan shall vest one hundred
percent (100%) upon the day preceding the first annual stockholder meeting
following the date of grant of such Option. Notwithstanding the provisions of
the preceding sentence, all Options held by a Participant or such Participant's
Permitted Transferees shall immediately become one hundred percent (100%)
vested upon the first to occur of the following:
-7-
<PAGE> 8
(a) The death of the Participant during service on the
Board; or
(b) Termination of service on the Board due to the
Disability of the Participant; or
(c) A Change in Control.
6.8 TERMINATION OF DIRECTORSHIP. In the event that a
Participant ceases to be a Director for any reason other than death or
Disability, (i) all Options held by such Participant or such Participant's
Permitted Transferees which are not vested as of the date on which such
Participant ceases to be a Director shall be forfeited (with no further vesting
to occur), and any Shares subject to such Options shall again be available to
the Company for grants under the Plan in accordance with Section 4.2, and (ii)
all Options held by such Participant or such Participant's Permitted
Transferees which are vested as of such date shall remain exercisable for six
(6) months following the date on which such Participant's service on the Board
terminates, or until their expiration date, whichever period is shorter.
In the event of the termination of service on the Board due to
the death of a Participant, any Option held by such Participant or such
Participant's Permitted Transferees may be exercised at any time prior to its
expiration date or within (1) year following the date of death, whichever
period is shorter.
In the event of termination of service on the Board due to the
Disability of a Participant, any Option held by such Participant or such
Participant's Permitted Transferees may be exercised at any time prior to its
expiration date or within (1) year following the date of such termination,
whichever period is shorter, by such Participant, such person or persons as
shall have been named as such Participant's legal representative, or such
Participant's Permitted Transferees.
Any Option which vests pursuant to a Change in Control may be
exercised at any time prior to the expiration date of such Option.
6.9 PAYMENT. Options shall be exercised by the delivery
of a written notice of exercise to the Company, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied by full
payment for the Shares. Payment for Shares purchased upon the exercise of an
Option shall be made in cash or, in the discretion of the Participant or such
Participant's Permitted Transferee and consistent with any applicable
requirements under Section 16 of the Exchange Act and the rules and regulations
of the Commission thereunder, in Shares valued at the then Fair Market Value of
such Shares or by a combination of cash and Shares. As soon as practicable
after receipt of a written notice of exercise and full payment, the Company
shall deliver to the Participant or such Participant's Permitted Transferee
certificates evidencing the number of Shares purchased pursuant to the exercise
of the Option.
6.10 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may
impose such restrictions on any Shares acquired pursuant to the exercise of an
-8-
<PAGE> 9
Option as may be necessary to comply with applicable Federal securities laws,
the requirements of any stock exchange or market upon which such Shares are
then listed and/or traded, and any blue sky or state securities laws applicable
to such Shares; provided, however, that no such restriction shall be imposed if
the restriction would result in a failure of the grant of Options under the
Plan to comply with the "formula award" exception under Rule 16b-3 under the
Exchange Act or any successor regulation.
6.11 NON-TRANSFERABILITY OF OPTIONS. No Option granted
under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than (i) by will or by the laws of descent and
distribution or, (ii) to the extent permitted by Rule 16b-3 under the Exchange
Act or any successor regulation and solely for the purposes of estate planning
by or on behalf of the Participant, by transfer to members of such
Participant's family, family partnerships or trusts, provided that the sole
beneficiaries of such trusts consist of the Participant and members of the
Participant's family. Any person or entity to which an Option has been
transferred in accordance with clause (i) or (ii) of the preceding sentence is
referred to elsewhere in this Plan as a "Permitted Transferee." All Options
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant or such Participant's Permitted Transferees.
ARTICLE 7
AMENDMENT, MODIFICATION AND TERMINATION
7.1 AMENDMENT, MODIFICATION AND TERMINATION. Subject to
the terms set forth in this Section 7.1, the Board may terminate, amend, or
modify the Plan at any time and from time to time; provided, however, that the
provisions set forth in the Plan governing the criteria for eligibility to
participate in the Plan, the number of Options and Shares subject to Options to
be awarded to Directors, the Option Price, the vesting period and the timing of
grants of Options to Directors may not be amended more than once within any six
(6) month period, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended from time to time, or the
rules thereunder. Notwithstanding the foregoing, without the prior approval of
the stockholders of the Company, the Board may not (i) materially increase the
total number of Shares which may be available for grants of Options under the
Plan, except in accordance with Section 4.3 hereof, (ii) change the class of
persons eligible to participate in the Plan, (iii) materially increase the
benefits accruing to Participants under the Plan, or (iv) adopt any other
amendment or modification for which stockholder approval may be required in
order to comply with the requirements of the Code or any regulations
thereunder, Rule 16b-3 under the Exchange Act or any successor regulation, or
any national securities exchange on which the Shares are then listed or
reported.
7.2 AWARDS PREVIOUSLY GRANTED. Unless required by law,
no termination, amendment, or modification of the Plan shall in any material
manner adversely affect the rights of any holder of an Option previously
granted under the Plan, without the written consent of the Participant holding
such Option.
-9-
<PAGE> 10
ARTICLE 8
MISCELLANEOUS
8.1 GENDER AND NUMBER. Except where otherwise indicated
by the context, any masculine term used herein also shall include the feminine;
the plural shall include the singular and the singular shall include the
plural.
8.2 SEVERABILITY. In the event any provision of the Plan
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provisions had not been
included.
8.3 BENEFICIARY DESIGNATION. Each Participant under the
Plan may, from time to time, name any beneficiary or beneficiaries (who may be
named contingently or successively) to whom any benefit under the Plan is to be
paid in the event of his or her death (and/or who may exercise the
Participant's vested Options following his or her death). Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Board, and will be effective only when filed by the
Participant in writing with the Board during his or her lifetime. In the
absence of any such designation or in the event that all designated
beneficiaries have predeceased the Participant, benefits remaining unpaid at
the Participant's death shall be paid to the Participant's estate (and, subject
to the terms and provisions of the Plan, any unexercised vested Options may be
exercised by the administrator or executor of the Participant's estate).
8.4 NO RIGHT OF NOMINATION. Nothing in the Plan shall be
deemed to create any obligation on the part of the Board to nominate any
Director for reelection by the Company's stockholders.
8.5 SUCCESSORS. All obligations of the Company under the
Plan with respect to Options granted hereunder shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase of all or substantially all of the business
and/or assets of the Company or a merger or consolidation with the Company.
8.6 REQUIREMENTS OF LAW. The granting of Options under
the Plan shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.
8.7 GOVERNING LAW. To the extent not preempted by
Federal law, the Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of Delaware.
-10-
<PAGE> 1
Exhibit K
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of January __, 1994, among
EJJM, an Ohio limited partnership ("Diggs"), Onex Corporation, an Ontario
Corporation ("Onex Canada"), Onex DHC LLC, a Wyoming limited liability company
("Onex DHC"), Onex U.S. Investments, Inc., a Delaware corporation ("Onex US"
and together with Onex Canada and Onex DHC, "Onex"), Pacific Mutual Life
Insurance Company, a California corporation ("PM"), PM Group Life Insurance
Co., an Arizona corporation ("PM Group" and, together with PM, "Pacific
Mutual"), Timothy C. Collins ("Collins") and the management stockholders named
on the signature pages hereof (the "Management Stockholders" and together with
Diggs, Onex, Pacific Mutual and Collins, the "Stockholders" and individually a
"Stockholder").
WHEREAS, each of the Stockholders owns capital stock of DFC
Holding Corporation, a Delaware corporation ("DFC"), or Whitlenge Acquisition
Limited, a United Kingdom corporation ("WAL"), or both.
WHEREAS, DFC, the Stockholders who currently hold capital
stock of DFC (the "DFC Stockholders") and Continental Bank N.A. ("Continental")
propose to enter into an Agreement and Plan of Merger (the "Merger Agreement")
with Scotsman Industries, Inc. ("Scotsman") pursuant to which a subsidiary of
Scotsman would merge into DFC (the "Merger"), the DFC Stockholders would
receive consideration consisting of cash, common stock, par value $.01 per
share, of Scotsman ("Scotsman Common"), preferred stock of Scotsman
convertible into Scotsman Common, non-convertible preferred stock of Scotsman
(such Scotsman common and convertible and non-convertible preferred stock
collectively referred to herein as the "Stock") and the contingent right to
receive additional Scotsman Common ("Scotsman Contingent Common Shares") and
the warrant to purchase capital stock of DFC held by Continental would be
terminated in exchange for cash and the contingent right to receive Scotsman
Contingent Common Shares; and the Stockholders who currently hold capital stock
of WAL (the "WAL Stockholders") propose to enter into a Share Acquisition
Agreement (the "Share Acquisition Agreement") with Scotsman, pursuant to which
Scotsman will offer to acquire all of the issued ordinary shares of WAL (the
"Share Acquisition") for a consideration consisting of cash and the contingent
right to receive Scotsman Contingent Common Shares;
WHEREAS, prior to and in consideration of each of the
Stockholders and Continental entering into the Merger Agreement and Share
Acquisition Agreement, the Stockholders desire to provide for various
<PAGE> 2
matters relating to the Merger and the Share Acquisition and for various matters
affecting their interests as stockholders of Scotsman;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth in this Agreement, the parties hereto
agree as follows:
1. Representations and Warranties. Each of the Stockholders
severally represents and warrants to the other parties hereto as to itself
that:
(a) Ownership of Stock. Upon its receipt of Stock pursuant to the
Merger Agreement or the Share Acquisition Agreement, as applicable, it will own
such Stock, free and clear of any lien, pledge, charge, security interest or
other encumbrance created by it.
(b) Authorization. It has full right, power and authority to execute
this Agreement and to perform fully its obligations hereunder, it has duly
executed and delivered this Agreement, and this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
application relating to or affecting the rights and remedies of creditors and
by general principles of equity.
(c) Conflicts. This Agreement does not and will not conflict with or
result in the breach of any term or provision of, or constitute a default
under, its partnership agreement, certificate of incorporation, by-laws or
other constituent documents, any agreement or instrument to which it is a party
or by which it is bound (other than those agreements or instruments the
consequence of a violation of which could not reasonably be expected to have a
material adverse effect on its business, operations, affairs, condition,
properties or prospects), or any law, rule or regulation or order, judgment or
decree of any court or governmental authority applicable to it.
(d) Consents. Except as expressly contemplated by this Agreement,
the Merger Agreement and the Share Acquisition Agreement, no consent, approval
or authorization of, or registration, declaration or filing with, any
governmental authority is required to be obtained or made by it in connection
with the execution, delivery or performance of this Agreement.
(e) Present Intention. Each DFC Stockholder represents that it
does not now have and as of the date of the Merger it will not have any plan or
intention to sell, exchange or otherwise dispose of, for a period of at least
two years after such date, a number of shares of Stock that would reduce such
DFC Stockholder's ownership of Stock to a number of shares having value, as of
the date of the Merger, of less than 50% of the value of the consideration
received by such Stockholder pursuant to the Merger
2
<PAGE> 3
(excluding for this purpose any contingent consideration but, including
as Merger consideration any amounts distributed with respect to, or paid to
such stockholder in redemption of, shares of common stock of DFC after the
execution of the Merger Agreement and before or contemporaneous with the
effective time of the Merger pursuant to Section 6.6(b) of the Merger Agreement
or otherwise, such consideration, as so defined, the "Adjusted Merger
Consideration"). For purposes of determining the amount of Adjusted Merger
Consideration, the value of Scotsman Common shall be the value used for
determining the Maximum Cash Component pursuant to Section 2.1 of the Merger
Agreement and the value of preferred stock of Scotsman shall be the liquidation
value of such preferred stock.
(f) Examination of Merger Agreement and Share Acquisition Agreement.
Each Stockholder represents that it has read carefully the Merger Agreement (if
it is a party thereto) and the Share Acquisition Agreement (if it is a party
thereto), including without limitation the representations and warranties
contained therein, and that such Stockholder does not have knowledge of any
inaccuracy in or breach of any of such representations or warranties or of any
fact on the basis of which a reasonable person would conclude that such
representation or warranty is inaccurate or is breached.
2. Disposition of Stock. (a) Each person that is a DFC
Stockholder as of the date hereof covenants that it will not sell, exchange or
otherwise dispose of (other than to another person that is a DFC Stockholder as
of the date hereof), prior to the Merger or during the twelve months following
the time at which the Merger becomes effective, a number of shares of Stock
that would reduce such DFC Stockholder's ownership of Stock to a number of
shares having value, as of the date of the Merger, of less than 40% of such DFC
Stockholder's Adjusted Merger Consideration. Each DFC Stockholder acknowledges
its understanding that any sale by it in violation of the preceding sentence
may have an adverse tax consequence to one or more other Stockholders.
(b) Each Stockholder covenants that it will not sell,
exchange or otherwise dispose of any Stock, other than in an underwritten
public offering or in a sale in the public market effected by a broker on
behalf of such Stockholder, without obtaining and delivering to the other
Stockholders and Scotsman the prior written agreement of the transferee to
become a party to this Agreement, whereupon such transferee shall become a
"Stockholder" for all purposes of this Agreement.
3. Designation of Directors. (a) So long as the
Stockholders are entitled to designate two members of the board of directors of
Scotsman (each a "Designated Director") pursuant to the Merger Agreement and
the Share Acquisition Agreement, Onex, so long as it holds Scotsman Common or
preferred stock of Scotsman convertible into Scotsman Common, shall have the
right to designate (and remove) one of such Designated Directors and Diggs, so
long as it holds Scotsman Common or preferred stock of Scotsman
3
<PAGE> 4
convertible into Scotsman Common, shall have the right to designate (and
remove) the other Designated Director.
(b) If the Stockholders are no longer entitled to designate
two directors, then so long as the Stockholders are entitled to designate one
director for the board of directors of Scotsman, whichever of Onex or Diggs
shall own the higher percentage of Scotsman Common (on a fully-diluted basis)
at the time of such designation shall be entitled to make such designation.
(c) In all other cases and so long as the Stockholders are
entitled to designate one or more directors, the Stockholders holding a
majority of the Scotsman Common (on a fully-diluted basis) held by the
Stockholders as a group at such time shall have the right to designate (and
remove) such Designated Director or Designated Directors.
4. Demand Registration Rights. (a) The Stockholders agree
that, subject to subsection (b) below, with respect to the three requests for
Demand Registration granted to the Stockholders as a group under the
registration rights agreement (the "Registration Rights Agreement") to be
entered into among Scotsman and the Stockholders pursuant to the Merger
Agreement and the Share Acquisition Agreement, Onex shall have the exclusive
right, subject to subsection (b) below, to make two requests for Demand
Registration and Diggs shall have the exclusive right to make one request for
Demand Registration.
(b) Onex and Pacific Mutual agree, as between themselves,
that if prior to April 1, 1996 Pacific Mutual has not sold or had an
opportunity to sell all of its Registrable Securities (as defined in the
Registration Rights Agreement), then, unless and until Onex shall have
requested a Demand Registration (and such Demand Registration shall have become
effective), Pacific Mutual shall have the non-exclusive right to request one of
the Demand Registrations reserved to Onex pursuant to subsection (a) above.
For purposes of this subsection (b), at any time, Pacific Mutual shall be
deemed to have sold or had an opportunity to sell (i) all Registrable
Securities that it has actually sold prior to such time, and (ii) subject to
Section 2(a), all Registrable Securities held by Pacific Mutual eligible to be
included, pursuant to the "piggyback" provisions of the Registration Rights
Agreement, in registered offerings of Scotsman securities consummated prior to
such time (except for any Registrable Securities that Pacific Mutual sought to
have included pursuant to such piggyback provisions prior to such time but
which was not included pursuant to the "cutback" provisions of the Registration
Rights Agreement).
5. Filings. Each Stockholder agrees that, as long as it
holds Scotsman Common or preferred stock of Scotsman convertible into Scotsman
Common, it will:
4
<PAGE> 5
(a) make all filings required by or (in the case of
Stockholders other than Pacific Mutual) at the discretion of Onex
advisable pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") in connection with the ownership of the Stock,
including but not limited to filings pursuant to Regulation 13D,
and/or Forms 3, 4 and/or 5 of the Exchange Act (any such filings
referred to herein as the "SEC Filings");
(b) give written notice to each other Stockholder upon the
occurrence of any event requiring an amendment to any of the SEC
Filings; and
(c) upon the written request of Onex (in the case of
Stockholders other than Pacific Mutual), make the SEC Filings as a
group, where applicable, and to contribute to the payment of expenses
incurred in connection therewith in proportion to such Stockholder's
ownership of Scotsman Common (on a fully-diluted basis).
6. Release. (a) Each Stockholder hereby releases and
discharges each of the other Stockholders and each of their respective
affiliates, stockholders, directors, officers, employees and agents, and the
respective heirs, executors, administrators, successors and assigns of any of
the foregoing (collectively, the "Releasees") from all actions, causes of
action, suits, debts, dues, sums of money, notes payable, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, damages, judgments, executions, claims and demands whatsoever, in law
or equity, arising from the beginning of time to and including the time of
closing of the Merger and the Share Acquisition out of the allocation among the
DFC Stockholders and the WAL Stockholders of consideration payable by Scotsman
in the Merger and the Share Acquisition or in any other way in connection with
the Merger or the Share Acquisition or such Releasee's ownership interests in
DFC, WAL or Scotsman, any Releasee's position as a director of DFC, WAL or
their subsidiaries, or any agreement, arrangement or understanding entered into
in connection with such ownership interests, provided that this release shall
not extend to (i) subject to the first sentence following subsection (d) of
Section 7, any breach of any Releasee's duties as an employee of DFC, WAL or
their subsidiaries, (ii) any obligations of any Stockholders to sell or deliver
their shares of DFC and WAL capital stock on the same terms and conditions as
Onex, (iii) any claims arising out of or in connection with any express
obligations of the Releasees set forth in this Agreement or the Custody
Agreements, dated as of the date hereof, executed by the Stockholders or (iv)
any rights or obligations of Onex, Diggs, Collins or any of their respective
affiliates under the Co-Investment Agreement, dated as of March 1, 1990,
between an Onex affiliate and Matthew O. Diggs, Jr. or the related agreements
entered into among such persons.
5
<PAGE> 6
(b) Each WAL Stockholder other than Onex, Diggs and Collins
hereby releases and discharges Morgan Stanley & Co. Incorporated and its
affiliates, stockholders, directors, officers, employees and agents, and the
respective heirs, executors, administrators, successors and assigns of any of
the foregoing (collectively, the "Morgan Stanley") from all actions, causes or
action, suits, debts, dues, sums of money, notes payable, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, damages, judgments, executions, claims and demands whatsoever, in law
or equity, arising from the beginning of time to and including the closing of
the Share Acquisition out of the allocation among the DFC Stockholders and the
WAL Stockholders of consideration payable by Scotsman in the Merger and the
Share Acquisition or in any other way in connection with the Merger or the
Share Acquisition or such releasing Stockholder's ownership interests in WAL or
Scotsman or any agreement, arrangement or understanding entered into in
connection with such ownership interests, including but not limited to the
Morgan Stanley engagement letter, dated October 6, 1993, relating to the Share
Acquisition (the "Engagement Letter").
7. Contribution; Appointment of Stockholders' Representative.
In connection with the Merger and the Share Acquisition, the Stockholders are
undertaking a number of obligations pursuant to the Merger Agreement, the Share
Acquisition Agreement and the other Agreements referred to below. The
Stockholders desire to provide for the allocation of responsibility for such
obligations as set forth in this Section 7.
(a) Each DFC Stockholder shall contribute to the amount that
any other Stockholder is obligated to pay as a result of any and all
losses, claims, damages, liabilities and expenses, including all
reasonable legal, accounting, financial advisory and other fees
(collectively "Losses") (i) arising pursuant to the Merger Agreement
and relating to DFC, such contribution to be in such amount as shall
result in each DFC Stockholder bearing the percentage of such Loss set
forth opposite such Stockholder's name on the Schedule of Stockholders
attached hereto under "DFC Percentage", provided that no DFC
Stockholder shall be obligated to contribute pursuant to this clause
(i) any amount that would result in such DFC Stockholder paying,
directly under Section 10.1 of the Merger Agreement and pursuant to
this clause (i), aggregate amounts in respect of Losses arising under
Section 10.1 of the Merger Agreement in excess of the maximum amount
for which such DFC Stockholder may be liable under Section 10.1 of the
Merger Agreement, or (ii) consisting of expenses and fees to be borne
by the Stockholders and Continental in accordance with Section 12.2 of
the Merger Agreement and Section 10.2 of the Share Acquisition
Agreement, such contribution to be in such amount as shall result in
each DFC Stockholder bearing such DFC Stockholder's "DFC Percentage"
of the excess of such Loss over any amount of such Loss to be borne by
the WAL Stockholders or by Continental.
6
<PAGE> 7
(b) Each WAL Stockholder shall contribute to the amount that
any other Stockholder is obligated to pay as a result of any and all
Losses (i) arising pursuant to the Share Acquisition Agreement and
relating to WAL, such contribution to be in such amount as shall
result in each WAL Stockholder bearing the percentage of such Loss set
forth opposite such WAL Stockholder's name on the Schedule of
Stockholders attached hereto under "WAL Percentage", provided that no
WAL Stockholder shall be obligated to contribute pursuant to this
clause (i) any amount that would result in such WAL Stockholder
paying, directly under Section 8.1 of the Share Acquisition Agreement
and pursuant to this clause (i), aggregate amounts in respect of
Losses arising under Section 8.1 of the Share Acquisition Agreement in
excess of the maximum amount for which such WAL Stockholder may be
liable under Section 8.1 of the Share Acquisition Agreement, (ii)
consisting of expenses and fees to be borne by the Stockholders in
accordance with Section 12.2 of the Merger Agreement and Section 10.2
of the Share Acquisition Agreement, such contribution to be in such
amount as shall result in each WAL Stockholder bearing the percentage
of such Loss set forth opposite such WAL Stockholder's name on the
Schedule of Stockholders attached hereto under "Aggregate Percentage",
or (iii) arising under the Engagement Letter (but not the related
indemnification letter), such contribution to be in such amount as
shall result in each WAL Stockholder bearing such WAL Stockholder's
"WAL Percentage" of such Loss.
(c) Each Stockholder shall be solely responsible for any
Losses arising under the Merger Agreement or the Share Acquisition
Agreement as a result of a breach by such Stockholder (in its
individual capacity and not in its capacity as an officer, director,
employee or agent of DFC, WAL and any of their subsidiaries) of the
representations or warranties made in Section 3.3(b), 3.4, 3.32 or
3.34 of the Merger Agreement or in Section 2.3(b), 2.4, 2.32 or 2.35
of the Share Acquisition Agreement by such Stockholder with respect to
itself or its own affairs or as a result of a breach by such
Stockholder (in its individual capacity and not in its capacity as an
officer, director, employee or agent of DFC, WAL or any of their
subsidiaries) of the covenants made in Section 7.1, 7.2, 7.3 or 7.5 of
the Merger Agreement or in Section 5.1 or 5.2 of the Share Acquisition
Agreement by such Stockholder with respect to itself or the conduct of
its own affairs, and each Stockholder so responsible shall contribute
to the amount paid or payable by any other Stockholders as a result of
any such breaches all amounts necessary to hold such other
Stockholders harmless from and against such breaches.
(d) Each Stockholder having actual knowledge that a
representation or warranty in the Merger Agreement or the Share
Acquisition Agreement is inaccurate or is breached shall contribute to
any amount paid or payable by any other Stockholder as a result of any
7
<PAGE> 8
and all Losses arising under the Merger Agreement or the Share
Acquisition Agreement in connection with such inaccuracy or breach all
amounts necessary to hold Stockholders not having such actual
knowledge harmless from and against such inaccuracy or breach and as
shall result in Stockholders having such knowledge bearing such Losses
in proportion to their respective Aggregate Percentages.
(e) If the DFC Stockholders have paid pursuant to Section
10.1 of the Merger Agreement and clause (i) of Section 7(a) the
maximum aggregate amount for which the DFC Stockholders may be liable
under Section 10.1 of the Merger Agreement (the "DFC Cap"), or the WAL
Stockholders shall have paid pursuant to Section 8.1 of the Share
Acquisition Agreement and clause (i) of Section 7(b) the maximum
aggregate amount for which the WAL Stockholders may be liable under
Section 8.1 of the Share Acquisition Agreement (the "WAL Cap"), then
the other Stockholders shall pay each subsequent Loss arising pursuant
to Section 10.1 of the Merger Agreement or Section 8.1 of the Share
Acquisition Agreement (or portion of such a Loss remaining unpaid)
that is subject to the DFC Cap or the WAL Cap, as the case may be,
each such other Stockholder to pay its DFC Percentage or its WAL
Percentage, as appropriate, of such Loss or portion thereof.
Notwithstanding Section 7(d) above, no Stockholder or
Stockholders shall bear complete responsibility for or be obligated to hold
other Stockholders harmless from and against an inaccuracy in or a breach of a
representation or warranty in the Merger Agreement or the Share Acquisition
Agreement (other than a representation or warranty for which any such
Stockholder is responsible under Section 7(c) above) solely (i) because such
Stockholder "should" have had knowledge of such breach or inaccuracy or may be
"deemed" to have had knowledge of such breach or inaccuracy by virtue of such
Stockholder's status as an employee, officer, director or stockholder of DFC or
WAL or their subsidiaries, or (ii) because such Stockholder has knowledge of a
fact or facts that, even though related to such representation or warranty, do
not in and of themselves establish such inaccuracy or breach. A contributing
party shall make payments of all amounts required to be paid pursuant to this
Section 7 from time to time promptly upon receipt of bills or invoices
containing reasonable detail relating thereto or otherwise properly due and
payable. No contribution shall be required to be made pursuant to this Section
7 unless the payment in respect of which contribution is sought is made
pursuant to (i) a judicial determination, (ii) an arbitration award, (iii) a
settlement approved by the Stockholders' Representative (as defined in the
Merger Agreement and the Share Acquisition Agreement) or (iv) a settlement
approved by Stockholders the aggregate of whose "Aggregate Percentages" exceeds
50%. None of the Stockholders shall be under any obligation to make any
contribution or other payment under this Section 7 in respect of obligations
arising under Section 10.1 of the Merger Agreement or Section 8.1 of the Share
Acquisition Agreement after the
8
<PAGE> 9
closing of the Merger or the Share Acquisition, as applicable, unless such
Stockholder has received in full the amount of cash consideration to which
such Stockholder is entitled under the Merger Agreement or the Share
Acquisition Agreement, as applicable. In the event that a claim is asserted
against the Stockholders under the Merger Agreement, the Share Acquisition
Agreement or both, or one or more Stockholders assert a claim against other
Stockholders for contribution pursuant to this Section 7, then unless Onex or
Diggs is acting as Stockholders' Representative, the Stockholders may appoint a
Stockholders' Representative in accordance with the Merger Agreement and the
Share Acquisition Agreement to represent the Stockholders in connection with
such claim pursuant to an agreement having such provisions regarding the powers
of the Stockholders' Representative, notice to and communication with the
Stockholders, indemnification and limitations on the liability of the
Stockholders' Representative and such other matters as the parties thereto deem
appropriate, provided that no Stockholder shall be obligated to serve as the
Stockholder' Representative or to join in the appointment of or otherwise cede
rights to the Stockholders' Representative, except as provided in the Merger
Agreement and the Share Acquisition Agreement. The Stockholders' Representative
shall use reasonable efforts to notify all Stockholders promptly of any such
claim, provided that any failure to notify a Stockholder shall neither relieve
such Stockholder of its obligations under this Section 7, except to the extent
that such Stockholder is actually prejudiced by such failure, or under the
Merger Agreement or the Share Acquisition Agreement nor result in any liability
for the Stockholders' Representative.
8. Proxy. Each Stockholder, does hereby irrevocably make,
constitute and appoint Onex, with full power of substitution, as its true and
lawful attorneys, for it and in its name, place and stead, to act as its proxy
in respect of all Stock which the Stockholder now or hereafter may own or hold,
including, without limitation, the right on its own behalf to demand the call
by any proper officer of Scotsman pursuant to the provisions of its certificate
of incorporation or by-laws and as permitted by law of a meeting of its
stockholders and at any such meeting of stockholders, annual, general or
special, to vote for the transaction of any and all business that may come
before such meeting, or any adjournment thereof, including, without limitation,
the right to vote for the sale of all or any part of the assets of Scotsman
and/or the liquidation and the dissolution of Scotsman; giving and granting to
its said attorneys full power and authority to do and perform each and every
act and thing whether necessary or desirable to be done in and about the
premises, as fully as it might or could do if personally present with full
power of substitution, appointment and revocation, hereby ratifying and
confirming all that its said attorneys shall do or cause to be done by virtue
hereof.
The foregoing proxy is coupled with an interest and shall not
be revocable or revoked by the Stockholder, and shall be binding upon the
Stockholder, its representatives, executors and assigns; provided that such
9
<PAGE> 10
proxy shall automatically terminate (a) one day prior to the fifth anniversary
of the date hereof, (b) if Onex shall hold less than 30% of the number of
shares of Scotsman Common (on a fully-diluted basis) initially acquired by it
pursuant to the Merger, or (c) upon the sale or transfer of any such Stock to
any corporation, association, partnership, trust, organization, business,
individual, government agency or any governmental or political subdivision
thereof (collectively, a "Person"), other than a Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, or in the case of an individual is a member of
the immediate family of, any such transferring Stockholder.
9. Legend. A copy of this Agreement shall be filed with the
Secretary of Scotsman. Each certificate representing Stock shall each bear
upon its face substantially the following legend:
"THE SALE, TRANSFER OR ENCUMBRANCE OF AND THE VOTING RIGHTS
ASSOCIATED WITH THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE
ARE RESTRICTED AND SUBJECT TO THE TERMS OF A MERGER AGREEMENT, DATED
AS OF JANUARY , 1994, A SHARE ACQUISITION AGREEMENT, DATED AS OF
JANUARY , 1994 AND A STOCKHOLDERS' AGREEMENT, DATED AS OF JANUARY ,
1994, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF SCOTSMAN
INDUSTRIES, INC."
10. Effectiveness; Termination. Sections 1(a), (b), (c), (d)
and (f), 6, 7 and 11 through 15 of this Agreement shall be effective upon
execution, and the remainder of this Agreement shall be effective with respect
to DFC Stockholders upon the closing of the Merger and with respect to WAL
Stockholders upon the closing of the Share Acquisition. This Agreement shall
terminate on the earlier of the tenth anniversary hereof and the date on which
none of the Stockholders owns any Common Stock; or with regard to any Stock,
upon the sale of such Stock in an underwritten public offering or in a sale in
the public market effected by a broker on behalf of a Stockholder.
Notwithstanding the foregoing the release and the contribution agreement
contained in Sections 6 and 7 hereof shall survive the termination of this
Agreement.
11. Notices. Notices and other communications under this
Agreement shall be in writing and shall be deemed duly given when delivered
personally (or delivery is refused), telecopied, telexed, or sent by mail
(certified or registered mail, postage prepaid, return receipt requested) as
first stated above and as stated in the signature pages hereof.
10
<PAGE> 11
12. Successors. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto.
13. Entire Agreement; Amendments. This Agreement embodies
the entire agreement and understanding between the parties relating to the
subject matter hereof. Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by each of the Stockholders at the time owning shares of Common
Stock.
14. Governing Law. This Agreement shall be construed and
enforced in accordance with and governed by the law of the State of Delaware.
15. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be duly executed and delivered on the date first above written.
EJJM
c/o The Diggs Group
1630 Kettering Tower
Dayton, OH 45423
By:
-------------------------
Name:
Title:
11
<PAGE> 12
ONEX CORPORATION
BCE Place
161 Bay Street, 49th Floor
P.O. Box 700
Toronto, Canada MSJ 2S1
By:
-----------------------------
Name:
Title:
ONEX U.S. INVESTMENTS, INC.
c/o Onex Corporation
BCE Place
161 Bay Street, 49th Floor
P.O. Box 700
Toronto, Canada MSJ 2S1
By:
-----------------------------
Name:
Title:
ONEX DHC LLC
421 Leader Street
Marion, Ohio 43302
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
12
<PAGE> 13
PACIFIC MUTUAL LIFE INSURANCE
COMPANY
700 Newport Center Drive
Newport Beach, CA 92660
By:
-----------------------------
Name:
Title:
PM GROUP LIFE INSURANCE CO.
c/o Pacific Mutual Life Insurance
Company
700 Newport Center Drive
Newport Beach, CA 92660
By:
-----------------------------
Name:
Title:
--------------------------------
Timothy C. Collins
c/o Onex Investment Corp.
712 Fifth Avenue
New York, New York 10019
--------------------------------
W. Joseph Manifold
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
Charles R. McCollom
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
13
<PAGE> 14
ANITA J. MOFFATT TRUST
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
By:
Title:
--------------------------------
Anita J. Moffatt
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
Remo Panella
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
Teddy F. Reed
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
Robert L. Schafer
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
14
<PAGE> 15
--------------------------------
Graham E. Tillotson
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
JOHN A. TILMANN TRUST
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
By:
Title:
--------------------------------
John A. Tilmann
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
Kevin E. McCrone
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
Ronald A. Anderson
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
15
<PAGE> 16
--------------------------------
Michael P. McCrone
c/o The Delfield Company
980 S. Isabella Road
Mt. Pleasant, MI 48858
--------------------------------
Graham F. Cook
c/o Whitlenge Drink Equipment
Limited
Chancel Way
Halesowen Industrial Park
Halesowen, West Midlands
U.K. B62 8SE
--------------------------------
Christopher R.L. Wheeler
c/o Whitlenge Drink Equipment
Limited
Chancel Way
Halesowen Industrial Park
Halesowen, West Midlands
U.K. B62 8SE
--------------------------------
Michael de St. Paer
c/o Whitlenge Drink Equipment
Limited
Chancel Way
Halesowen Industrial Park
Halesowen, West Midlands
U.K. B62 8SE
16
<PAGE> 17
--------------------------------
John Rushton
c/o Whitlenge Drink Equipment
Limited
Chancel Way
Halesowen Industrial Park
Halesowen, West Midlands
U.K. B62 8SE
17
<PAGE> 18
SCHEDULE OF STOCKHOLDERS
<TABLE>
<CAPTION>
Name WAL Percentage DFC Percentage Aggregate Percentage
- ---- -------------- -------------- --------------------
<S> <C> <C> <C>
Onex* [ 47.168% [
Diggs* [ 89.47%* 20.915 [ 75.35%*
Collins* [ 3.289 [
PM 16.429 12.814
PM Group 2.190 1.709
W. Joseph Manifold 1.319 1.029
Charles R. McCollom 1.164 .908
Anita J. Moffatt .310 .242
Remo Panella .466 .363
Teddy F. Reed .466 .363
</TABLE>
- -----------------
* The WAL Percentages and Aggregate Percentages for Onex, Diggs and Collins
are dependent on an allocation of gross proceeds among these parties
pursuant to the terms of the "B" and "C" ordinary shares of WAL. The
percentages marked will be divided on the closing date among Onex, Diggs
and Collins to reflect such allocation.
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
Robert L. Schafer 1.164 .908
Graham E. Tillotson 1.474 1.15
John A. Tilmann .310 .242
Kevin E. McCrone 3.026 2.36
Ronald A. Anderson .155 .121
Michael P. McCrone .155 .121
Graham F. Cook 2.21 .49
Christopher R.L. Wheeler 1.74 .38
Michael de St. Paer 3.95 .87
John Rushton 2.63 .58
----- ----- -----
100.0% 100.0% 100.0%
</TABLE>
