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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 27, 1994
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10/A
AMENDMENT NO. 4
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
SCOTSMAN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 36-3635892
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
775 CORPORATE WOODS PARKWAY
VERNON HILLS, ILLINOIS 60061
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (708) 215-4500
THE UNDERSIGNED REGISTRANT HEREBY AMENDS THE FOLLOWING
ITEMS, FINANCIAL STATEMENTS, EXHIBITS OR OTHER
PORTIONS OF ITS REGISTRATION STATEMENT
ON FORM 10 AS SET FORTH IN THE PAGES ATTACHED HERETO:
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
ITEM 15(B). EXHIBITS.
_________________________________________________________________
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Item 11. Description of Registrant's Securities to be Registered.
On January 11, 1994, Scotsman Industries, Inc., a Delaware corporation (the
"Company") and Harris Trust & Savings Bank (the "Rights Agent") amended the
Rights Agreement, dated as of April 14, 1989, between the Company and the
Rights Agent. All references herein to the "Rights Agreement" shall mean the
Rights Agreement as so amended. The amendment to the Rights Agreement is
attached hereto as Exhibit 4E and incorporated herein by reference.
The description contained under the section "Purposes and Effects of Certain
Charter and By-Law Provisions and of the Rights Plans -- The Rights Plans" in
the Information Statement contained in the Form 10 Registration Statement
pursuant to which the Rights were registered is amended by deleting the second
paragraph of such section and replacing it with the following paragraphs:
"The Rights will be represented by the certificates for the common stock of
the Company, will not be exercisable, and will not be transferable apart from
the common stock of the Company until the earlier of (i) the tenth day after a
public announcement that a Person (as defined in the Rights Agreement), (other
than (a) the Company, (b) any Subsidiary (as so defined) of the Company, (c)
any employee benefit plan of the Company or any Subsidiary of the Company, or
any entity holding shares of common stock of the Company for or pursuant to the
terms of any such plan, (d) any Group (as such term is hereinafter defined) if
and so long as (x) 95% of the shares of Common Stock beneficially owned by such
Group are beneficially owned (other than by reason of being a member of such
Group) by New Scotsman Stockholders (as defined in the Delfield Merger
Agreement (as such term is hereinafter defined)), Permitted Persons (as defined
below) or Related Persons of a New Scotsman Stockholder or a Permitted Person
and (y) each member of such Group beneficially owns no shares of Common Stock
other than by reason of being a member of such Group and other than (I) shares
of Common Stock acquired by such member pursuant to the Delfield Merger
Agreement or the Whitlenge Share Acquisition Agreement, (II) shares of Common
Stock listed on Schedule 3.3(b) to the Delfield Merger Agreement as being owned
by such member, (III) shares of Common Stock acquired upon conversion of shares
of the Company's Series A $0.62 Cumulative Convertible Preferred Stock (the
"Series A Preferred Stock") acquired by such member pursuant to the Delfield
Merger Agreement, (IV) any shares of Common Stock issued as, or issued directly
or indirectly upon the conversion of other securities issued as, a dividend or
other distribution with respect to or in replacement of such shares of Common
Stock or Series A Preferred Stock or (V) with respect to shares beneficially
owned by a Related Person of a New Scotsman Stockholder or a Related Person of
a Permitted Person, shares of
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Common Stock acquired from such New Scotsman Stockholder or Permitted Person;
provided that the provisions of this clause (d) shall expire on January 12,
1999 and (e) any Group existing on and after January 12, 1999 solely by reason
of the provisions of Sections 7.1 and 7.2 and the penultimate sentence of
Section 7.3 of the Delfield Merger Agreement and Section 5.1 of the Whitlenge
Share Acquisition Agreement and any agreements among the members of such Group
to effectuate such provisions) alone or together with Affiliates (as defined in
the Rights Agreement) and Associates (as so defined) of such Person (an
"Acquiring Person"), has become the Beneficial Owner (as so defined) of 20% (or
such lower threshold not less than 10% as may be established by the board of
directors of the Company) or more of the outstanding shares of common stock of
the Company or (ii) the tenth business day (or such later date as may be
determined by action of the board of directors of the Company prior to such
time as any person becomes an Acquiring Person) following the commencement of,
or announcement of an intention to commence, an offer the consummation of which
would result in a Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company, or any entity holding shares
of common stock of the Company for or pursuant to the terms of any such plan)
beneficially owning 20% (or such lower threshold not less than 10% as may be
established by the board of directors of the Company) or more of the
outstanding shares of common stock of the Company (the earlier of (i) or (ii)
being called the "Rights Distribution Date").
For purposes of the foregoing, (i) "Delfield Merger Agreement" shall mean
the Agreement and Plan of Merger dated as of January 11, 1994 among the
Company, Scotsman Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of the Company, DFC Holding Corporation, a Delaware
corporation, The Delfield Company, a Delaware corporation, and certain other
parties thereto, (ii) "Whitlenge Share Acquisition Agreement" shall mean the
Share Acquisition Agreement dated as of January 11, 1994 among the Company,
Whitlenge Acquisition Limited, a private company limited by shares registered
in England, Whitlenge Drink Equipment Limited, a private company limited by
shares registered in England, and certain other parties thereto, (iii) "Group"
shall mean two or more Persons acting or agreeing to act as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding, voting or disposing of Common Stock of the Company, (iv) a "Permitted
Person" shall mean Continental Bank, N.A. and any other person listed on
Schedule 3.3(b) of the Delfield Merger Agreement as beneficially owning shares
of Common Stock and (v) a "Related Person" of a New Scotsman Stockholder or a
Permitted Person shall mean any Affiliate or Associate of such New Scotsman
Stockholder or Permitted Person, any relative, spouse or descendent of such New
Scotsman Stockholder or Permitted Person, the spouse of any such descendent,
the estate of such New Scotsman Stockholder or Permitted Person, any such
descendent or the spouse of any such descendent, any trust for the benefit of
such New Scotsman
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Stockholder or Permitted Person, any such descendent or the spouse of
any such descendent or any charitable organization established for the benefit
of such New Scotsman Stockholder or Permitted Person, any such descendent or
the spouse of any such descendent."
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to its Form 10 to be signed
on its behalf by the undersigned, thereto duly authorized.
SCOTSMAN INDUSTRIES, INC.
By:/s/Richard C. Osborne
Richard C. Osborne
Chairman of the Board,
President and Chief
Executive Officer
January 26, 1994
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EXHIBIT INDEX
Exhibit No. Description
4E Amendment to Rights Agreement
dated as of January 11, 1994
between the registrant and
Harris Trust & Savings Bank,
as Rights Agent.
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EXHIBIT 4E
CONFORMED COPY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT, dated as of January 11, 1994 (this "Amendment"), to the Rights
Agreement dated as of April 14, 1989 (the "Rights Agreement"), between Scotsman
Industries, Inc., a Delaware corporation (the "Company"), and Harris Trust &
Savings Bank, an Illinois banking corporation (the "Rights Agent").
WHEREAS, the Company has entered into (i) an Agreement and Plan of Merger
dated as of January 11, 1994 (the "Delfield Merger Agreement") among the
Company, Scotsman Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of the Company, DFC Holding Corporation, a Delaware
corporation ("Holding"), The Delfield Company, a Delaware corporation, and
certain other parties thereto, and (ii) a Share Acquisition Agreement dated as
of January 11, 1994 (the "Whitlenge Share Acquisition Agreement") among the
Company, Whitlenge Acquisition Limited, a private company limited by shares
registered in England, Whitlenge Drink Equipment Limited, a private company
limited by shares registered in England, and certain other parties thereto;
WHEREAS, the Delfield Merger Agreement provides for, among other things, the
issuance by the Company to certain stockholders of Holding of 1,200,000 shares
of Common Stock, together with associated Rights (as defined in the Rights
Agreement), of the Company and 2,000,000 shares of the Company's Series A $0.62
Cumulative Convertible Preferred Stock and the Delfield Merger Agreement and
the Whitlenge Share Acquisition Agreement provide for, among other things, the
issuance of up to an additional 667,000 shares of Common Stock, together with
associated Rights (as defined in the Rights Agreement), of the Company, in each
case on the terms and subject to the conditions set forth therein;
WHEREAS, pursuant to and in compliance with Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to amend the Rights
Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein and in the Rights Agreement, the parties hereto hereby agree
as follows:
Section 1. Section 1(a) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"(a) "Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner
(as such term is hereinafter defined) of 20% or more of the
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shares of Common Stock of the Company then outstanding, but shall not include
(i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of
the Company, (iii) any employee benefit plan of the Company or any Subsidiary
of the Company or any entity holding shares of Common Stock for or pursuant to
the terms of any such plan, (iv) any Group (as such term is hereinafter
defined) if and so long as (x) 95% of the shares of Common Stock beneficially
owned by such Group are beneficially owned (other than by reason of being a
member of such Group) by New Scotsman Stockholders (as defined in the Delfield
Merger Agreement (as such term is hereinafter defined)), Permitted Persons (as
defined below) or Related Persons of a New Scotsman Stockholder or a Permitted
Person and (y) each member of such Group beneficially own no shares of Common
Stock other than by reason of being a member of such Group and other than (A)
shares of Common Stock acquired by such member pursuant to the Delfield Merger
Agreement or the Whitlenge Share Acquisition Agreement, (B) shares of Common
Stock listed on Schedule 3.3(b) to the Delfield Merger Agreement as being owned
by such member, (C) shares of Common Stock acquired upon conversion of shares
of the Company's Series A $0.62 Cumulative Convertible Preferred Stock (the
"Series A Preferred Stock") acquired by such member pursuant to the Delfield
Merger Agreement, (D) any shares of Common Stock issued as, or issued directly
or indirectly upon the conversion of other securities issued as, a dividend or
other distribution with respect to or in replacement of such shares of Common
Stock or Series A Preferred Stock or (E) with respect to shares beneficially
owned by a Related Person of a New Scotsman Stockholder or a Related Person of
a Permitted Person, shares of Common Stock acquired from such New Scotsman
Stockholder or Permitted Person; provided that the provisions of this clause
(iv) shall expire on January 12, 1999 and (v) any Group existing on and after
January 12, 1999 solely by reason of the provisions of Sections 7.1 and 7.2 and
the penultimate sentence of Section 7.3 of the Delfield Merger Agreement and
Section 5.1 of the Whitlenge Share Acquisition Agreement and any agreements
among the members of such Group to effectuate such provisions. Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of shares of Common Stock by the Company which, by reducing the
number of shares of Common Stock of the Company outstanding, increases the
proportionate number of shares of Common Stock beneficially owned by such
Person to 20% or more of the shares of Common Stock of the Company then
outstanding; provided, however, that if a Person, other than those Persons
excepted in clauses (i), (ii) or (iii) of the first sentence of this paragraph,
shall become the Beneficial Owner of 20% or more of the shares of Common Stock
of the Company then outstanding by reason of Common Stock purchases by the
Company and shall, after such
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purchases by the Company, become the Beneficial Owner of any additional shares
of Common Stock of the Company, then such Person shall be deemed to be an
"Acquiring Person."
For purposes of this Section 1(a), (i) "Delfield Merger Agreement" shall mean
the Agreement and Plan of Merger dated as of January 11, 1994 among the
Company, Scotsman Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of the Company, DFC Holding Corporation, a Delaware
corporation, The Delfield Company, a Delaware corporation, and certain other
parties thereto, (ii) "Whitlenge Share Acquisition Agreement" shall mean the
Share Acquisition Agreement dated as of January 11, 1994 among the Company,
Whitlenge Acquisition Limited, a private company limited by shares registered
in England, Whitlenge Drink Equipment Limited, a private company limited by
shares registered in England, and certain other parties thereto, (iii) "Group"
shall mean two or more Persons acting or agreeing to act as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding, voting or disposing of Common Stock of the Company, (iv) a "Permitted
Person" shall mean Continental Bank, N.A. and any other person listed on
Schedule 3.3(b) of the Delfield Merger Agreement as beneficially owning shares
of Common Stock and (v) a "Related Person" of a New Scotsman Stockholder or a
Permitted Person shall mean any Affiliate or Associate of such New Scotsman
Stockholder or Permitted Person, any relative, spouse or descendent of such New
Scotsman Stockholder or Permitted Person, the spouse of any such descendent,
the estate of such New Scotsman Stockholder or Permitted Person, any such
descendent or the spouse of any such descendent, any trust for the benefit of
such New Scotsman Stockholder or Permitted Person, any such descendent or the
spouse of any such descendent or any charitable organization established for
the benefit of such New Scotsman Stockholder or Permitted Person, any such
descendent or the spouse of any such descendent.
Section 2. The form of Right Certificate attached to the Rights Agreement
as Exhibit A is hereby amended by adding the following phrase after the words
"(the "Rights Agent")," in the seventh line of the first paragraph on page 1
thereof:
"as amended as of January 11, 1994"
Section 3. Notwithstanding anything to the contrary set forth herein, in
the event that either or both of the Delfield Merger Agreement or the Whitlenge
Share Acquisition Agreement is terminated, this Amendment shall thereupon
terminate and be of no further force or effect.
Section 4. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware.
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Section 5. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
Section 6. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and attested, all as of the day and year first above written.
SCOTSMAN INDUSTRIES, INC.
Attest:
/s/Donald D. Holmes By:/s/Richard C. Osborne
Name: Donald D. Holmes Name: Richard C. Osborne
Title: Vice President-Finance Title: Chairman of the
Board, President and CEO
HARRIS TRUST & SAVINGS BANK
Attest:
/s/K. W. Penn By:/s/Donald W. Koslow
Name: K. W. Penn Name: Donald W. Koslow
Title: Assistant Secretary Title: Vice President
