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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCOTSMAN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR RESPECTIVE CHARTERS)
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<S> <C>
DELAWARE 36-3635892
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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820 FOREST EDGE DRIVE
VERNON HILLS, ILLINOIS 60061
TELEPHONE: (847) 215-4500
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
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DONALD D. HOLMES
VICE PRESIDENT -- FINANCE AND SECRETARY
SCOTSMAN INDUSTRIES, INC.
820 FOREST EDGE DRIVE
VERNON HILLS, ILLINOIS 60061
(847) 215-4500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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IMAD I. QASIM, ESQ. JAMES J. JUNEWICZ, ESQ.
SIDLEY & AUSTIN MAYER, BROWN & PLATT
ONE FIRST NATIONAL PLAZA 190 S. LASALLE STREET
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60603
(312) 853-7000 (312) 782-0600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box. [
]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-38489
If this Form 333-38489 is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $0.10 per
share.............................. 241,755 shares $25.563(1) $6,179,983.10(1) $1,873
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Common Stock Purchase Rights......... 241,755 rights (2) (2) (2)
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(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices for the Company's Common Stock
as reported on the New York Stock Exchange on November 21, 1997.
(2) The Common Stock Purchase Rights of the Company initially are attached to
and trade with shares of the Company's Common Stock being registered hereby.
Value attributable to such Common Stock Purchase Rights, if any, is
reflected in the market price of the Company's Common Stock.
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This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $0.10 per share, of Scotsman
Industries, Inc., a Delaware corporation, for an offering pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (File No. 333-38489) are incorporated in this
registration statement by reference.
The required opinion and consents are listed on the Index to Exhibits
attached hereto and filed herewith.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN VERNON HILLS, ILLINOIS ON NOVEMBER 25, 1997.
SCOTSMAN INDUSTRIES, INC.
By: /s/ R.C. OSBORNE
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Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON NOVEMBER 25, 1997 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
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SIGNATURE TITLE
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/s/ R.C. OSBORNE Chairman of the Board, President,
- --------------------------------------------- Chief Executive Officer &
(R.C. Osborne) Director (Principal Executive
Officer)
/s/ D.D. HOLMES Vice President-Finance and
- --------------------------------------------- Secretary (Principal Financial &
(D.D. Holmes) Accounting Officer)
* Director
- ---------------------------------------------
(D.C. Clark)
* Director
- ---------------------------------------------
(T.C. Collins)
* Director
- ---------------------------------------------
(F.W. Considine)
* Director
- ---------------------------------------------
(G.D. Kennedy)
* Director
- ---------------------------------------------
(R.G. Rettig)
* Director
- ---------------------------------------------
(R.L. Thomas)
*By: /s/ D.D. HOLMES
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Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT
NO. EXHIBIT
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5 -- Opinion of Sidley & Austin, counsel for the Company, as
to the legality of the shares being registered.*
23.1 -- Consent of Arthur Andersen LLP.*
23.2 -- Consent of Coopers & Lybrand L.L.P.*
23.3 -- Consent of Sidley & Austin (contained in Exhibit 5 above).
24 -- Powers of Attorney (included as Exhibit 24.1 to the
Company's Registration Statement on Form S-3 (Registration
Statement No. 333-38489)).**
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* Filed herewith.
** Filed with the Securities and Exchange Commission on October 22, 1997.
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EXHIBIT 5
[SIDLEY & AUSTIN LETTERHEAD]
November 25, 1997
Scotsman Industries, Inc.
820 Forest Edge Drive
Vernon Hills, Illinois 60061-3112
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 to which
this opinion is an exhibit (the "Registration Statement") being filed on this
date by Scotsman Industries, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") under Rule
462(b) of the Securities Act of 1933, as amended (the "Securities Act"), to
register 241,755 shares of Common Stock, $0.10 par value (the "Shares"),
together with the associated Common Stock Purchase Rights (the "Rights"). The
terms of the Rights are set forth in the Rights Agreement dated as of April 14,
1989, as amended (the "Rights Agreement"), between the Company and Harris Trust
and Savings Bank, as Rights Agent.
We are familiar with the proceedings to date with respect to
the proposed sale of the Shares and the Rights, as contemplated by the
Prospectus incorporated by reference in the Registration Statement and the
Underwriting Agreement referred to therein, and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for the opinions
hereinafter expressed.
Based on the foregoing, we are of the opinion that:
(1) The Company has corporate power to issue the Shares and
the Rights.
(2) The Shares will be legally issued, fully paid and
non-assessable, and the Rights will be validly issued under the Rights
Agreement, when the Company's Board of Directors or a duly
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SIDLEY & AUSTIN CHICAGO
Scotsman Industries, Inc.
November 25, 1997
Page 2
authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of the Shares as contemplated by the
Registration Statement; and (ii) certificates representing the Shares
shall have been duly executed, countersigned and registered and duly delivered
to the purchasers thereof against payment of the agreed consideration therefor.
We do not find it necessary for the purposes of this letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states or the District of Columbia
to the sale of the Shares and the Rights.
This letter is limited to the General Corporation Law of the
State of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to all references to our Firm included in or
made a part of the Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons for whom consent is
required by Section 7 of the Securities Act or the related rules promulgated by
the Commission thereunder.
Very truly yours,
/s/ Sidley & Austin
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion
or incorporation by reference in this registration statement of our reports
dated February 4, 1997 included or incorporated by reference in Scotsman
Industries, Inc. Form 10-K for the year ended December 29, 1996 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
November 25, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement of Scotsman
Industries, Inc. on Form S-3 of our report dated Febuary 3, 1997, on our audits
of the consolidated financial statements of Kysor Industrial Corporation and
Subsidiaries as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996 which report is included in the earlier
effective registration statement (File No. 333-38489).
/s/ COOPERS & LYBRAND L.L.P.
Detroit, Michigan
November 25, 1997
