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FILED PURSUANT TO RULE 424(B)(3)
FILE NO. 333-38489
PROSPECTUS
1,611,699 SHARES
SCOTSMAN INDUSTRIES, INC.
COMMON STOCK
PAR VALUE, $0.10 PER SHARE
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All of the 1,611,699 shares of Common Stock offered hereby (the "Shares")
which may be offered from time to time are being sold by the Selling
Stockholders. See "Selling Stockholders." Scotsman Industries, Inc. will not
receive any proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may be block transactions)
on the New York Stock Exchange ("NYSE") or otherwise, in special offerings,
exchange distributions or secondary distributions pursuant to and in accordance
with the rules of the NYSE, in the over-the-counter-market, in negotiated
transactions, through the writing of options on shares (whether such options are
listed on an options exchange or otherwise), or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions directly or to or through underwriters, broker-dealers
or agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or purchasers of
shares for whom they may act (which compensation may be in excess of customary
commissions). See "Plan of Distribution." The Company will bear the costs of
this Offering, except that the Selling Stockholders will pay all brokerage
commissions and charges as well as fees and expenses of any counsel retained by
them.
On February 20, 1998, the last reported sale price of the Common Stock on
the NYSE was $27 15/16 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS FEBRUARY 23, 1998
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As used in this Prospectus, the term the "Company" or "Scotsman" refers to
Scotsman Industries, Inc. and, unless otherwise stated or indicated by the
context, its subsidiaries. As used in this Prospectus, the term "Kysor" refers
to Kysor Industrial Corporation and, unless otherwise stated or indicated by the
context, its subsidiaries, after taking into account the sale of substantially
all of the assets and related liabilities of Kysor's Transportation Products
Group. Unless otherwise stated, reference to the Company's 1996 "pro forma" net
sales includes Kysor's 1996 sales.
THE COMPANY
GENERAL
Scotsman is a leading international manufacturer of a diversified line of
commercial refrigeration products, food preparation equipment and beverage
systems that is sold primarily to customers in the restaurant, supermarket,
lodging, healthcare and convenience store industries. The Company has a leading
market position in each of its five product lines, which consist of ice
machines, refrigerated display cases, food preparation and storage equipment,
walk-in coolers and freezers and beverage systems. Scotsman's customers include
many of the largest chains in the quick service restaurant, supermarket, lodging
and convenience store industries. The Company sells its products in over 100
countries through multiple distribution channels and has manufacturing
capabilities in the United States, the United Kingdom, Germany, Italy and China
and interests in joint ventures in Australia, the United Kingdom and Indonesia.
In March 1997, the Company acquired Kysor (the "Kysor Acquisition"), which
at the time was comprised of the Commercial Products Group, through which
Kysor's refrigerated display cases and walk-in coolers and freezers businesses
were conducted, and the Transportation Products Group through which Kysor sold a
line of products to the transportation industry. Concurrently with the Kysor
Acquisition, Scotsman sold all of the assets of the Transportation Products
Group to a subsidiary of Kuhlman Corporation. The net purchase price for the
Commercial Products Group was approximately $299 million. Due to the
significance of the Kysor Acquisition, the Company's future operating results
and capital structure will be materially different from, and will not be
comparable to, prior periods. For fiscal year 1996, Kysor's sales of commercial
refrigeration products were $245.1 million, an increase of 18.3% from 1995.
Combining Kysor's 1996 sales with those of the Company for the comparable period
results in pro forma net sales for the Company of $601.4 million, a 68.7%
increase over the Company's reported 1996 sales.
Scotsman was formed in 1989 through a spin-off effected by Household
International, Inc. of its commercial food service equipment operations. The
Company's principal executive offices are located at 820 Forest Edge Drive,
Vernon Hills, Illinois 60061 and its telephone number is (847) 215-4500.
RECENT DEVELOPMENT
In December 1997, the Company's direct wholly owned subsidiary, Scotsman
Group Inc. ("Scotsman Group"), completed an offering (the "Notes Offering") of
$100 million of its 8 5/8% Senior Subordinated Notes due 2007 (the "Notes").
Scotsman has fully and unconditionally guaranteed on a senior subordinated basis
the payment of the Notes when due and the due performance by Scotsman Group of
its other obligations under the related indenture (the "Indenture"). Net
proceeds to Scotsman Group of $95,482,000 were applied to repay $30,000,000 of
term loan borrowings outstanding under the Credit Facility (as defined below)
and approximately $65,482,000 of revolving loan borrowings outstanding under the
Credit Facility. In connection with the closing of the Kysor Acquisition in
March 1997, the Company, Scotsman Group, certain other subsidiaries of the
Company, certain financial institutions ("Lenders") and The First National Bank
of Chicago, as agent for the Lenders, entered into a loan agreement providing
for a credit facility in the aggregate principal amount of $415 million and, in
contemplation of the Notes Offering, the Company entered into an amendment to
such loan agreement, which among other things, permitted the consummation of the
Notes Offering and changed certain covenants (the "Credit Facility"). The Credit
Facility consists of a $120 million term loan facility and a $265 million
revolving loan facility. The Credit Facility is guaranteed by Scotsman and
certain of its subsidiaries and secured by a pledge of stock of certain
subsidiaries of Scotsman.
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FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements concerning
Scotsman's operations, performance and financial condition. Actual results could
differ materially from those currently anticipated due to a number of factors,
including those identified under "Risk Factors" and the Cautionary Statements
included in the Company's most recent annual report on Form 10-K as filed with
the Securities and Exchange Commission (the "Commission") and elsewhere in this
Prospectus. The forward-looking statements should be considered in light of
these factors. Unless otherwise indicated by the context, when used in this
Prospectus or in the documents incorporated by reference herein, the words
"anticipate," "believe," "estimate," "intend" and "expect" and similar
expressions are intended to identify forward-looking statements.
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RISK FACTORS
Prospective investors should carefully consider and evaluate all of the
information set forth in this Prospectus, including the risks set forth below:
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
The Company's business strategy includes making acquisitions that will
expand its international presence or offer complementary products and services.
In pursuing a strategy of acquiring other businesses, the Company will face
risks commonly encountered with growth through acquisitions.
In March 1997, Scotsman acquired Kysor for a net purchase price of
approximately $299 million. Including the Kysor Acquisition, Scotsman has made
eight acquisitions and entered into one alliance and two joint ventures since
its spin-off from Household International, Inc. in April 1989. As a result of
these acquisitions and internal growth, the Company's net sales increased from
$168.7 million for fiscal 1992 to pro forma net sales of $601.4 million for
fiscal 1996. The Kysor Acquisition is the largest acquisition undertaken by the
Company to date and will require significant integration efforts. There can be
no assurance that the Company will be able to integrate Kysor effectively or in
a timely manner or that the beneficial effects expected will be obtained even if
Kysor is integrated as contemplated.
Acquiring businesses has been and is expected to continue to be an
important element of the Company's strategy for achieving growth. Acquisitions
vary in size and may include acquisitions that are large relative to the
Company. There can be no assurance that suitable acquisition candidates will be
identified, that financing for such acquisitions will be available on
satisfactory terms, that the Company will be able to accomplish its strategic
objectives as a result of any such acquisition, that any business or assets
acquired by the Company will be integrated successfully or that integration of
acquired businesses will not divert management resources or otherwise have a
material adverse effect on the Company's business, financial condition or
results of operations. The Company is continually evaluating possible
acquisitions and engages in discussions with acquisition candidates from time to
time.
ABILITY TO MANAGE GROWTH
Scotsman's growth will place a strain on its managerial and other
resources. From December 1993 through December 1997, the number of Company
employees increased from 915 to approximately 3,750. The Company's continued
rapid growth can be expected to place a significant strain on its management,
operations, employees and resources. There can be no assurance that the Company
will be able to manage effectively its expanding operations or achieve planned
growth on a timely or profitable basis. If the Company is unable to manage
growth effectively, its business, results of operations or financial condition
could be materially adversely affected.
LEVERAGE
The Kysor Acquisition significantly increased the Company's debt service
obligations. As of December 28, 1997, the Company's indebtedness, including
capitalized leases and current maturities, was approximately $351 million, or
approximately 71% of its book capitalization. Although the Indenture and the
Credit Facility contain covenants that limit the incurrence by the Company,
Scotsman Group and certain of their subsidiaries of additional indebtedness,
such limitations are subject to a number of important qualifications and
exceptions and the Company's indebtedness could increase if, among other
reasons, future acquisitions are financed through additional borrowings. The
Company's ability to make scheduled payments of principal and interest or to
refinance its indebtedness will depend on the Company's operating performance
and cash flows, which are affected by prevailing economic conditions and
financial, competitive and other factors beyond the Company's control. The level
of the Company's leverage from time to time could have important consequences to
holders of the Common Stock, including limiting the Company's ability to (i)
obtain additional financing for working capital, capital expenditures,
acquisitions or general corporate purposes; (ii) adjust to changing market
conditions, including business downturns; or (iii) compete effectively with
competitors who are less leveraged than the Company. In addition, certain of the
Company's borrowings
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under the Credit Facility are and may continue to be at variable rates of
interest, which causes the Company to be vulnerable to increases in interest
rates.
If the Company is unable to generate sufficient cash flows to service its
debt obligations, it will have to adopt one or more alternatives, such as
reducing or delaying planned acquisitions, expansion and capital expenditures,
selling assets, restructuring debt or obtaining additional equity capital. There
can be no assurance that any of these alternatives could be effected on
satisfactory terms.
RESTRICTIONS IMPOSED BY THE CREDIT FACILITY AND THE INDENTURE
The Credit Facility and the Indenture contain certain restrictive
covenants, including, among others, covenants with respect to the following
matters: (i) limitations on indebtedness; (ii) limitations on other senior
subordinated indebtedness; (iii) limitations on restricted payments; (iv)
limitations on sale or issuance of restricted subsidiary stock and indebtedness;
(v) limitations on transactions with affiliates; (vi) limitations on liens;
(vii) limitations on asset sales; (viii) limitations on dividends and other
payment restrictions affecting restricted subsidiaries; and (ix) restrictions on
mergers and certain transfers of assets. Although these covenants are subject to
various exceptions that are designed to allow the Company to operate without
undue restraint, there can be no assurance that such covenants will not
adversely affect its ability to finance future operations or capital needs or
engage in other business activities that may be in the interest of the Company.
In addition, the Credit Facility requires the maintenance of specified financial
ratios. The ability of the Company to comply with such provisions may be
affected by events beyond the Company's control. A breach of any of these
covenants or the inability of the Company to comply with the financial ratios
contained in the Credit Facility could result in a default under the Credit
Facility or the Indenture, which could entitle the lenders or the noteholders to
accelerate the maturity of the Credit Facility or the Notes, and could result in
cross-defaults permitting the acceleration of other indebtedness of the Company
and its subsidiaries. Such an event would have a material adverse effect on the
Company.
DEPENDENCE ON CERTAIN CUSTOMERS; CUSTOMER PURCHASING PATTERNS
Although no single customer accounted for 10% or more of Scotsman's 1997
net sales on a historical or pro forma basis for the Kysor Acquisition, some of
the Company's operating units are dependent upon a limited number of major
customers, most of which do not have long-term purchase contracts with the
Company. The Company's five largest customers represent approximately 22% of the
Company's net sales in 1997 and approximately 22% of its 1997 pro forma net
sales. Sales of certain products, including, in particular, refrigerated display
cases and food preparation and storage equipment, are largely dependent upon the
expansion and renovation programs of the Company's large chain customers. Any of
these programs can result in significant revenue for the Company over a limited
period of time, followed by a decline in revenues if the customer's expansion or
upgrade program is modified or terminated. These purchasing patterns are largely
beyond the control of the Company and can result in substantial fluctuations in
the Company's operating results. Although the Company believes that its
relationships with its customers are good, changes in customer purchasing
patterns could have a material adverse effect on the sales of certain operating
units and affect the volume of the Company's sales.
ECONOMIC CONDITIONS
The Company's performance is affected by fluctuations in economic
conditions in the markets in which the Company sells its products, primarily the
United States and Western Europe. The strength or weakness of these economies
may affect the rate of expansion within the restaurant, supermarket, lodging,
healthcare and convenience store industries. In the event of an economic
downturn in any of the economies in which the Company conducts business, the
Company's business, financial condition or operating results could be materially
and adversely affected.
COMPETITION
The primary markets for the Company's products are highly competitive. The
most significant competitive factors are product reliability and performance,
service and price, with the relative importance of such factors varying among
product lines. The Company has a number of competitors in each product line that
it offers. Many of the Company's competitors are small, privately owned
companies. Some of the Company's
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competitors, however, are divisions of larger companies, and some have greater
financial resources than the Company. The Company's largest competitors include
IMI Cornelius, plc, with whom the Company competes in beverage systems in
Europe; Hussmann Corporation, with whom the Company competes in refrigerated
display cases and related equipment in the United States; and The Manitowoc
Company, Inc., with whom the Company competes in walk-in coolers and freezers
and ice machines. Furthermore, the Company believes that the commercial
foodservice equipment industry recently has begun to undergo significant
consolidation as foodservice chains and supermarkets reduce their supplier base.
If the Company's competitors are more successful than the Company in exploiting
this consolidation trend, the Company's profitability or market positions could
be adversely affected.
DEPENDENCE ON KEY PERSONNEL
Scotsman's success to date has depended in large part on the skills and
efforts of Richard C. Osborne, Chairman of the Board, President and Chief
Executive Officer, Donald D. Holmes, Vice President-Finance and Secretary, and
the heads of each of the operating units of the Company. While the Company has
employment agreements with certain of its executive officers, including Messrs.
Osborne and Holmes, there can be no assurance that the Company will be able to
retain the services of its officers and key employees. The loss of Messrs.
Osborne, Holmes or any of the heads of the Company's operating units could have
a material adverse effect on the Company's business, results of operations or
financial condition.
FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY
The volume of sales of Scotsman's various products is typically somewhat
higher in the second and third fiscal quarters than in the first and fourth
fiscal quarters. As a result of the seasonal nature of its sales, the operating
results of the Company will fluctuate from quarter to quarter and the Company
may experience greater cash needs in the second and third fiscal quarters, which
could increase the borrowing needs of the Company during these periods.
LITIGATION
The Company's results of operations can be negatively impacted by product
liability or other lawsuits and/or by warranty claims or other returns of goods.
Although the Company does not believe that outstanding claims will have a
material adverse effect on the Company, such claims, as well as any future
claims, are subject to the uncertainties attendant to litigation, and the
ultimate outcome of any such proceedings or claims cannot be predicted.
FOREIGN OPERATIONS AND CURRENCY FLUCTUATIONS
Scotsman sells products in over 100 countries and has manufacturing
operations in the United States, the United Kingdom, Germany, Italy and China
and joint venture interests in Australia, the United Kingdom and Indonesia.
Sales of the Company's products outside of the United States represented
approximately 25% of the Company's 1997 net sales, and the Company anticipates
that international sales will continue to grow. International operations
generally are subject to various political and other risks that are not present
in U.S. operations, including, among other things, the risk of war or civil
unrest, expropriation and nationalization. In addition, certain international
jurisdictions restrict repatriation of the Company's non-U.S. earnings. Various
international jurisdictions also have laws limiting the right and ability of
non-U.S. entities to pay dividends and remit earnings to affiliated companies
unless specified conditions are met. In addition, sales in international
jurisdictions typically are made in local currencies, which subjects the Company
to risks associated with currency fluctuations. Currency devaluations and
unfavorable changes in international monetary and tax policies and other changes
in the international regulatory climate could materially affect the Company's
profitability or growth plans.
ENVIRONMENTAL REGULATION
The operations and properties of the Company are subject to various
federal, state, local and foreign environmental regulations and standards
governing, among other things, emissions to air, discharge to waters and the
generation, storage, handling, transportation, treatment and disposal of a
variety of hazardous and non-
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hazardous substances and wastes. Because the requirements imposed by those
authorities frequently are revised and supplemented, with a trend towards
greater stringency, expenditures for compliance responsibilities are difficult
to estimate and may exceed anticipated costs.
The Company or its subsidiaries have been identified as a potentially
responsible party ("PRP") under the Comprehensive Environmental Response,
Compensation and Liability Act and similar state statutes in connection with a
number of hazardous waste sites, including a number of sites associated with the
former Transportation Products Group of Kysor. Under existing environmental
laws, PRPs are jointly and severally responsible for the cost of clean-up and
other remedial action at these sites, and each PRP is therefore potentially
responsible for the full cost of remediation. As a practical matter, however,
costs generally are shared with other PRPs, based on each PRP's relative
contribution to the problem. Moreover, the purchaser of the Transportation
Products Group has assumed all environmental liabilities associated with that
business. Notwithstanding the assumption of liabilities by the purchaser, under
applicable environmental laws the Company could incur liabilities related to
these and other unknown environmental matters. Based on the foregoing factors,
the relative size of the Company's contribution to the sites for which it has
been named a PRP (including those sites associated with Kysor's former
Transportation Products Group), currently available information about the cost
of remediation at such sites and the probability that other PRPs, many of which
are large, solvent public companies, will pay the costs apportioned to them, the
Company does not believe that any liability imposed in connection with such
environmental proceedings, either individually or in the aggregate, will have a
material adverse effect upon the Company's financial condition or its results of
operations. Furthermore, the Company believes that compliance with existing and
publicly proposed environmental regulations will not have a material adverse
effect on the business, financial condition or results of operations of the
Company. However, there can be no assurance that the cost of compliance with
current or future regulations or the cost of other environmental obligations
will not exceed current estimates.
GOVERNMENTAL AND OTHER REGULATION
Scotsman's products and manufacturing processes are subject to various
health and safety regulations and standards that are subject to change and from
time to time may require significant changes in products or manufacturing
methods. Although no assurances can be given, the Company believes that health
and safety matters will not have a material adverse effect on its business,
results of operations or financial condition. However, legal and regulatory
requirements in this area are increasing, and there can be no assurance that
significant costs and liabilities will not be incurred as a result of currently
unidentified future problems or new regulatory developments.
PRICE VOLATILITY
The market price of the Common Stock may be highly volatile and could be
subject to wide fluctuations in response to quarterly variations in operating
results, announcements of significant new contracts or contract cancellations,
announcements of technological innovations or new products or services offered
by the Company or its competitors, changes in financial estimates by securities
analysts or other events or factors. The market price of the Common Stock also
may be affected by the Company's ability to meet analysts' expectations, and any
failure to meet such expectations, even if minor, could have a material adverse
effect on the market price of the Common Stock. In addition, the stock market
has recently experienced significant price and volume fluctuations that have
affected the market prices of equity securities of many companies and that have
often been unrelated to the operating performance of such companies. These broad
market fluctuations may adversely affect the market price of the Common Stock.
Periods of volatility in the market price of a company's securities increase the
likelihood of securities class action litigation. Any such litigation instigated
against the Company could result in substantial costs and a diversion of
management's attention and resources, which could have a material adverse effect
on the Company's business, results of operations or financial condition.
ANTI-TAKEOVER PROVISIONS
Certain provisions in Scotsman's Restated Certificate of Incorporation,
By-Laws, Rights Agreement (as defined below), Delaware law and the Indenture
could have the effect of making more difficult or discouraging an acquisition of
the Company deemed undesirable by its Board of Directors. These provisions
include: (i) a
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classified Board of Directors; (ii) the existence of authorized but unissued
preferred stock, which could be issued by the Company's Board of Directors
without stockholder approval, containing such terms as the Board of Directors
may approve; (iii) provisions permitting the Board of Directors to amend the
By-Laws without stockholder vote; (iv) provisions permitting the Board to
increase or decrease the size of the Board; (v) removal of directors only for
cause; (vi) a prohibition against stockholder action by written consent; (vii)
provisions prohibiting stockholders from calling a special meeting; (viii)
advance notice provisions governing stockholder proposals and stockholder
nominations of directions; (ix) the Fair Price Provision of the Company's
Restated Certificate of Incorporation; (x) the Rights Agreement; and (xi) the
option granted to holders of the Notes that allows such holders to require
Scotsman Group to repurchase Notes at a redemption price equal to 101% of the
principal amount thereof, plus accrued interest to the date of redemption, upon
a Change of Control (as defined in the Indenture). In addition, certain
provisions of Delaware law applicable to the Company, including Section 203 of
the Delaware General Corporation Law, could have the effect of delaying,
deferring or preventing a change of control of the Company. See "Description of
Capital Stock."
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholders in this Offering.
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CERTAIN TRANSACTIONS
Timothy C. Collins (who resigned from the Board of Directors on December
22, 1997) and Matthew O. Diggs, Jr. (who resigned from the Board of Directors on
August 13, 1997) were appointed directors of the Company, effective April 29,
1994, pursuant to the terms and conditions of the agreements pursuant to which
Scotsman acquired the Delfield Company ("Delfield") and Whitlenge Drink
Equipment Limited ("Whitlenge") (the "Acquisition Agreements"). Pursuant to the
Acquisition Agreements, the Company also agreed that, (i) so long as certain
former shareholders of Delfield and Whitlenge, together in each case, with
certain permitted transferees (collectively, the "New Scotsman Shareholders")
own at least 1,688,578 shares of Common Stock (appropriately adjusted for any
subsequent recapitalization, stock dividend, split or other change in the
capital stock), they will be entitled to designate the persons nominated by the
Board of Directors to fill the directorships formerly held by Mr. Collins and
Mr. Diggs, and (ii) so long as the New Scotsman Shareholders own at least
1,114,462 shares of Common Stock (appropriately adjusted for any subsequent
recapitalization, stock dividend, split or other change in the capital stock),
they will be entitled to designate one such nominee.
Certain of the New Scotsman Shareholders entered into a Stockholders'
Agreement dated as of January 11, 1994 (the "Stockholders' Agreement"), under
which they have, among other things, allocated among themselves the power to
designate the person or persons to be nominated as directors. The Stockholders'
Agreement provides that, (i) so long as the New Scotsman Shareholders are
entitled to designate directors pursuant to the Acquisition Agreements, Onex
Corporation ("Onex"), so long as it and its affiliates, Onex DHC LLC and Onex
U.S. Investments (the "Onex Affiliates"), hold Common Stock, will have the right
to designate (and remove) one such director, and EJJM, an Ohio general
partnership of which Mr. Diggs is the sole managing general partner ("EJJM"), so
long as it holds Common Stock, will have the right to designate (and remove) the
other such director, (ii) if the New Scotsman Shareholders are entitled to
designate only one nominee to the Board of Directors, whichever of Onex and the
Onex Affiliates or EJJM owns the higher percentage of Common Stock at the time
of such designation will be entitled to designate the nominee, and (iii) in all
other cases, the holders of a majority of the Common Stock held by the New
Scotsman Shareholders at the time that they are entitled to designate one or
more nominees to the Board of Directors shall make such designation. Scotsman is
not a party to the Stockholders' Agreement.
Under the Stockholders' Agreement, Onex and the Onex Affiliates have also
been granted an irrevocable proxy (the "Onex Proxy") to vote all of the shares
of Common Stock held by the New Scotsman Shareholders. The Onex Proxy includes
the right to vote for the transaction of any and all business that may come
before an annual, general or special meeting of the Company's shareholders,
including the right to vote for the sale of all or any part of the assets, the
liquidation or the dissolution of the Company. The Onex Proxy will terminate
automatically on January 10, 1999 or at such time that Onex, together with the
Onex Affiliates, holds less than 30% of the number of shares of Common Stock
initially acquired by it pursuant to the merger provided for in the Acquisition
Agreement related to Delfield. The Onex Proxy will also terminate with respect
to specific shares of Common Stock upon the transfer of such shares to any
person other than certain specified types of affiliates or associates of certain
former Delfield and Whitlenge shareholders that have granted Onex and the Onex
Affiliates the Onex Proxy.
According to the information provided in a Schedule 13D, as amended (the
"New Scotsman Shareholders 13D"), filed by certain of the New Scotsman
Shareholders, on August 13, 1997, EJJM assigned to Onex all of its rights under
the Stockholders' Agreement to designate a nominee to the Board of Directors of
Scotsman, and Onex released EJJM and all of the shares of capital stock of
Scotsman owned by EJJM and its affiliates from the Onex Proxy. According to the
New Scotsman Shareholders 13D, EJJM and The Diggs Family Foundation sold
substantially all of the shares of Common Stock that were subject to the
Stockholders' Agreement and held by EJJM and its affiliates.
The agreements regarding the rights of the New Scotsman Shareholders to
designate one or two nominees to the Board of Directors are expected to become
inapplicable if all of the shares covered by this Prospectus are sold. See
"Selling Stockholders."
So long as the New Scotsman Shareholders are entitled to designate at least
one nominee to the Board of Directors, (i) the Company has agreed that, subject
to the right of the holders of preferred stock, if any, to
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elect directors under certain circumstances, it will not increase the number of
directors to more than eight directors, and (ii) the New Scotsman Shareholders
have agreed to vote, to cause any affiliate or associates controlled by them to
vote, and to use reasonable efforts to cause any other affiliates or associates
to vote, all shares of capital stock of the Company owned by them in favor of
all of the nominees to the Board of Directors recommended by the Board of
Directors.
The right of the New Scotsman Shareholders to designate one or more
nominees to the Company's Board of Directors will terminate on January 11, 2004
unless such obligation is extended by written agreement among the Company and
the New Scotsman Shareholders after January 11, 2002 but before the termination
date. Upon termination of the right of the New Scotsman Shareholders to
designate one or more nominees to the Board of Directors at a time when any
designee of the New Scotsman Shareholders is currently on the Board and upon the
request of the Company, (i) any such designee who is a New Scotsman Shareholder
shall promptly resign as a director, and (ii) the New Scotsman Shareholders will
use their best efforts to cause any such designee or designees who are not New
Scotsman Shareholders to promptly resign.
As a condition to the obligations of each party to consummate the
transactions contemplated by the Acquisition Agreements, Scotsman and the New
Scotsman Shareholders entered into a Registration Rights Agreement (the
"Registration Rights Agreement"). Under the Registration Rights Agreement, New
Scotsman Shareholders who (together with their affiliates and associates) hold
not less than 250,000 shares of the Common Stock may, subject to certain
limitations, require Scotsman to effect up to three registrations of such shares
under the Securities Act of 1933, as amended (the "Securities Act"). Under the
Registration Rights Agreement, New Scotsman Shareholders who, in the aggregate,
hold not less than 100,000 shares of the Common Stock also have rights, subject
to certain exemptions and limitations, to request that Scotsman include such
shares in other registrations by Scotsman of its securities under the Securities
Act (the "Piggy Back Registration Rights"). All expenses incident to such
registrations (other than underwriting discounts and selling commissions
applicable to the sale of such shareholders' shares and fees and expenses of
counsel to the selling shareholders) are to be borne by Scotsman.
The foregoing summary description of the Acquisition Agreements, the
Stockholders' Agreement and the Registration Rights Agreement does not purport
to be complete and is subject in all respects to the provisions of such
agreements, copies of which are filed as exhibits to the Registration Statement
of which this Prospectus is a part and are incorporated herein by reference.
10
<PAGE> 11
SELLING STOCKHOLDERS
The following table sets forth information concerning the identity of the
persons who may sell shares of Common Stock pursuant to the Registration
Statement of which this Prospectus is a part (individually, a "Selling
Stockholder" and, collectively, the "Selling Stockholders"):
<TABLE>
<CAPTION>
SHARES BEING
SELLING STOCKHOLDERS(1) OFFERED
----------------------- ------------
<S> <C>
Onex DHC LLC and/or OMI Quebec FCI LLC or another subsidiary
of Onex................................................... 1,611,699
</TABLE>
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(1) Onex DHC LLC and/or one or more Onex Affiliates have included their shares
in the Registration Statement of which this Prospectus is a part pursuant to
the exercise of their Piggy Back Registration Rights in respect of the Notes
Offering. See "Certain Transactions."
Based on information included in Form 4s filed with the Commission by Onex
DHC LLC and other information available to the Company, Onex DHC LLC owns
1,611,699 shares of Common Stock (15.3% of the 10,567,647 shares outstanding as
of November 10, 1997). Onex DHC LLC has indicated that prior to selling shares
pursuant hereto, it may transfer all or a part of such shares to OMI Quebec FCI
LLC or to another subsidiary of Onex. In the event Onex and the Onex Affiliates
were to effect the sale of all their shares of Common Stock registered for sale
in this Offering, Onex and the Onex Affiliates would own no shares of Common
Stock.
The New Scotsman Shareholders, including the Selling Stockholders, are
parties to agreements with the Company and among themselves that govern the
appointment and future nomination of certain directors to the Board of Directors
of the Company. See "Certain Transactions."
11
<PAGE> 12
DESCRIPTION OF CAPITAL STOCK
The following summary description of Scotsman's capital stock does not
purport to be complete and is subject in all respects to applicable Delaware law
and to the provisions of the Restated Certificate of Incorporation of the
Company (the "Company Certificate"), the By-Laws of the Company, as amended (the
"Company By-Laws"), and the Rights Agreement (as defined below), copies of which
are exhibits to the Registration Statement of which this Prospectus is a part.
GENERAL
The authorized capital stock of the Company consists of (i) 50,000,000
shares of Common Stock, $0.10 par value per share, and (ii) 10,000,000 shares of
Preferred Stock, par value $1.00 per share (the "Preferred Stock"). 10,568,597
shares of Common Stock were issued and outstanding as of December 28, 1997, and
no shares of Preferred Stock were issued and outstanding as of such date.
COMMON STOCK
The holders of Common Stock of the Company are entitled to one vote for
each share on all matters voted on by stockholders of the Company, including the
election of directors, and, except for such voting rights as may be granted by
the board of directors of the Company with respect to any series of Preferred
Stock of the Company, the holders of such shares possess all voting power
applicable to the Company's capital stock. The Company Certificate does not
provide for cumulative voting for the election of directors. Subject to any
preferential rights of any outstanding series of Preferred Stock of the Company
designated by the board of directors of the Company from time to time, the
holders of Common Stock of the Company are entitled to such dividends as may be
declared from time to time by the board of directors from funds available
therefor, and upon liquidation will be entitled to receive pro rata all assets
of the Company available for distribution to such holders.
PREFERRED STOCK
The Company Certificate authorizes the board of directors of the Company to
provide for the issue of shares of Preferred Stock of the Company, in one or
more series, and to fix for each such series such voting powers, designations,
preferences, and relative, participating, optional and other special rights, and
such qualifications, limitations or restrictions, as are stated in the
resolution adopted by the board of directors of the Company providing for the
issue of such series and as are permitted by the Delaware General Corporation
Law (the "DGCL").
CLASSIFIED BOARD OF DIRECTORS
The Company Certificate provides for the board of directors of the Company
to be divided into three classes serving staggered terms so that one class of
directors is elected each year for a three-year term.
NUMBER OF DIRECTORS; REMOVAL; FILLING VACANCIES
The Company Certificate and the Company By-Laws provide that the number of
directors will be fixed from time to time exclusively by the board of directors
of the Company. In addition, the Company Certificate and the Company By-Laws
provide that, subject to any rights of the holders of Preferred Stock of the
Company and unless the board of directors of the Company otherwise determines, a
majority of the board of directors of the Company then in office may fill any
vacancies on the board of directors and directors so chosen to fill a vacancy
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been elected expires
and until such director's successor shall have been duly elected and qualified.
Accordingly, the board of directors of the Company could prevent any stockholder
of the Company from obtaining majority representation on the board of directors
of the Company by enlarging the board and filling the new directorships with its
own nominees.
Moreover, the DGCL, the Company Certificate and the Company By-Laws provide
that directors may be removed only for cause. The Company Certificate and the
Company By-Laws also provide that directors
12
<PAGE> 13
may be removed only by affirmative vote of holders of at least a majority of the
voting power of all the then outstanding shares of Voting Stock (as defined in
the Company Certificate) voting together as a single class.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETING
The Company Certificate and the Company By-Laws provide that stockholder
action can be taken only at an annual or special meeting of stockholders and
prohibit stockholder action by written consent in lieu of a meeting. The Company
Certificate and the Company By-laws provide that, subject to the rights of
holders of any series of Preferred Stock of the Company, special meetings of
stockholders can be called only by a majority of the total number of directors
which the board of directors of the Company would have if there were no
vacancies (the "Whole Board"). Stockholders are not permitted to call a special
meeting or to require that the board of directors of the Company call a special
meeting of stockholders. Moreover, the business permitted to be conducted at any
special meeting of stockholders is limited to the business brought before the
meeting by or at the direction of the board of directors of the Company.
ADVANCE NOTICE PROVISIONS OF STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS
OF DIRECTORS
The Company By-Laws establish an advance notice procedure with regard to
the nomination, other than by or at the direction of the board of directors of
the Company, of candidates for election as directors and with regard to certain
matters to be brought before an annual meeting of shareholders of the Company.
Any such notice must contain certain specified information.
FAIR PRICE PROVISION
The Company is able to merge or consolidate with other corporations, sell
or transfer all or substantially all of its assets or adopt a plan of
recapitalization, liquidation or dissolution ("Business Combinations") with the
approval of the holders of a majority of the outstanding shares of Common Stock
of the Company, subject to the "fair price" provision in the Company
Certificate.
In general, the fair price provision requires the approval of the holders
of 80% of the voting power of the outstanding capital stock of the Company
entitled to vote generally in the election of directors as a condition for
Business Combinations involving any beneficial holder of more than 10% of such
voting power (an "Interested Stockholder"), unless the transaction is either
approved by at least a majority of the members of the Board of Directors who are
unaffiliated with the Interested Stockholder and were directors before the
Interested Stockholder became an Interested Stockholder (the "Continuing
Directors") or certain minimum price and procedural requirements are met. The
term Continuing Directors also includes certain successors to Continuing
Directors if unaffiliated with the Interested Stockholder. The term "Interested
Stockholder" also refers to certain assignees of Interested Stockholders and to
affiliates of the Company who, within two years prior to the date in question,
beneficially held 10% or more of the voting power of the outstanding stock of
the Company entitled to vote generally in the election of directors.
SECTION 203
The Company is subject to Section 203 of the DGCL. Section 203 of the DGCL
prevents an "interested stockholder" (defined in Section 203, generally, as a
person owning 15% or more of a corporation's outstanding voting stock) from
engaging in a "business combination" (as defined in Section 203) with a
publicly-held Delaware corporation for three years following the date such
person became an interested stockholder unless: (i) before such person became an
interested stockholder, the board of directors of the corporation approved the
transaction in which the interested stockholder became an interested stockholder
or approved the business combination; (ii) upon consummation of the transaction
that resulted in the interested stockholder's becoming an interested
stockholder, the interested stockholder owns at least 85% of the voting stock of
the corporation outstanding at the time the transaction commenced (excluding
stock held by directors who are also officers of the corporation and by employee
stock plans that do not provide employees with the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) at or subsequent to the transaction in which
such person became an interested stockholder, the business combination is
approved by the board of directors of the corporation and authorized
13
<PAGE> 14
at a meeting of stockholders by the affirmative vote of the holders of 66 2/3%
of the outstanding voting stock of the corporation not owned by the interested
stockholder.
THE RIGHTS PLAN
Pursuant to the Rights Agreement dated April 14, 1989, as amended (the
"Rights Agreement"), with Harris Trust and Savings Bank, as Rights Agent, upon
the occurrence of certain events described below, each holder of a share of
Common Stock of the Company outstanding as of the date of this Prospectus has
received and each holder of a share of Common Stock offered hereby will receive,
one Common Stock purchase right (a "Right") for each share of Common Stock held
by such holder entitling such holder until the earlier of May 1, 1999 (the
"Final Expiration Date") or the redemption of the Rights (the "Redemption Date")
to purchase shares of Common Stock of the Company at a price of $48 per share
(the "Purchase Price"), subject to adjustment.
Until the earlier of (i) 10 days after a public announcement that a Person
(other than a Scotsman related entity) has become the Beneficial Owner (as
defined in the Rights Agreement) of shares of Common Stock of the Company equal
to, in the case of an Existing 15% Holder (as defined below), an additional 1%
of the outstanding shares of Common Stock (the "Increased Percentage") or more,
or, in the case of any other person, 15% (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) 10 business days
(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 (as
defined in the Rights Agreement)) following the commencement of, or announcement
of an intention to commence, an offer the consummation of which would result in
a Person beneficially owning shares of Common Stock of the Company equal to, in
the case of an Existing 15% Holder, the Increased Percentage or more, or, in the
case of any other person, 15% (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"), the Rights are represented by the
certificates for the Common Stock of the Company, are not exercisable and are
not transferable apart from the Common Stock of the Company. For purposes of the
foregoing, "Existing 15% Holder" shall mean any person who or which, together
with all Affiliates and Associates (as such terms are defined in the Rights
Agreement) of such Person, was the Beneficial Owner, as of February 11, 1998, of
15% or more of the shares of Common Stock of the Company then outstanding. After
the Rights Distribution Date, the Rights become exercisable, and separate
certificates for the Rights will be mailed to holders of record of the shares of
Common Stock as of such date. Such separate certificates will thereafter
constitute the sole evidence of the Rights.
In the event that on or after the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such the
Company is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold in one or a series
of transactions (other than in the ordinary course of business), proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
Purchase Price of the Right. Subject to certain exceptions, in the event that
any Person, together with its Affiliates and Associates (as such terms are
defined in the Rights Agreement), has become the Beneficial Owner of shares of
Common Stock of the Company equal to, in the case of an Existing 15% Holder, the
Increased Percentage or more, or, in the case of any other person, 15% (or such
lower threshold not less than 10% as may be established by the Board of
Directors of the Company) or more of the shares of Common Stock of the Company
then outstanding, proper provision will be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Common Stock of the Company having a market value of
two times the Purchase Price of the Right. Under no circumstances may a Right be
exercised following the occurrence of the event set forth in the preceding
sentence prior to the expiration of the Company's right of redemption.
Under certain circumstances, the Company may (i) exchange the Rights (other
than those Rights owned by the Acquiring Person or its Affiliates or Associates
which have become void), in whole or in part, for
14
<PAGE> 15
additional shares of Common Stock of the Company at an exchange ratio of one
share of Common Stock of the Company per Right or (ii) redeem the Rights in
whole, but not in part, at the price of $0.01 per Right, in each case subject to
adjustment.
The Rights are not exercisable until the Rights Distribution Date. The
Rights will expire on the Final Expiration Date, unless earlier redeemed or
exchanged or unless such expiration date is extended. Until a Right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Harris Trust and
Savings Bank.
15
<PAGE> 16
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may be block transactions)
on the NYSE or otherwise, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of the
NYSE, in the over-the-counter-market, in negotiated transactions, through the
writing of options on shares (whether such options are listed on an options
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions directly or to or through underwriters, broker-dealers or agents
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the Selling Stockholders and/or purchasers of shares for
whom they may act (which compensation may be in excess of customary
commissions). The Selling Stockholders and underwriters, broker-dealers and
agents that participate with the Selling Stockholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act, and any commissions received by them and any profit on the
resale of the Shares may be deemed to be underwriting compensation. At the time
a particular offer of shares of Common Stock is made, to the extent required, a
supplement to this Prospectus will be distributed which will set forth, to the
extent required, the number of Shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, commissions and other items constituting compensation and any
discounts, commissions or concessions allowed or reallowed or paid to dealers
and the proposed selling price to the public.
There is no assurance that the Selling Stockholders will sell any or all of
the Shares described herein and they may transfer, devise or gift the Shares by
other means not described herein, including, without limitation, pursuant to
Rule 144 or Rule 145 under the Securities Act.
Under the contractual arrangements between the Company and the Selling
Stockholders, the Company is obligated to indemnify the Selling Stockholders and
any underwriters of the Shares and the Selling Stockholders are obligated to
indemnify the Company and any such underwriters, in each case against certain
civil liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Sidley & Austin, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company at December 29, 1996
and December 31, 1995 and for each of the three years ended December 29, 1996,
December 31, 1995 and January 1, 1995, respectively, incorporated in this
Prospectus by reference from the Annual Report on Form 10-K of the Company for
the year ended December 29, 1996, have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their report, which is
incorporated herein by reference. The financial statements referred to above are
incorporated by reference herein in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated balance sheet of Kysor Industrial Corporation and
Subsidiaries as of December 31, 1996 and 1995 and the consolidated statements of
income, shareholders' equity, and cash flows for each of the three years in the
period ended December 31, 1996, incorporated in this Prospectus by reference
from the Company's Current Report on Form 8-K dated March 8, 1997 (as amended by
Form 8-K/A filed with the Commission on May 22, 1997), have been included herein
in reliance on the report of Coopers & Lybrand, L.L.P., independent public
accountants, given on the authority of that firm as experts in accounting and
auditing.
16
<PAGE> 17
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports,
proxy and information statements and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission; Midwest Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and Northeast
Regional Office, Seven World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission maintains a Web site (http://www.sec.gov) that contains
reports, proxy information statements and other information regarding companies
which file electronically with the Commission. In addition, reports, proxy and
information statements and other information concerning the Company may also be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission are
hereby incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 30, 1997, June 29, 1997 and September 28, 1997,
respectively;
3. The Company's Current Reports on Form 8-K dated March 8, 1997 (as
amended by Form 8-K/A filed with the Commission on May 22, 1997), September
29, 1997, October 22, 1997, November 25, 1997, December 17, 1997 and
February 17, 1998, respectively; and
4. The description of the Company's Common Stock, par value $0.10 per
share, and the Common Stock Purchase Rights contained in the Company's
Registration Statement on Form 10, filed with the Commission on February
14, 1989, as amended by Amendment No. 1 on Form 8, filed with the
Commission on March 14, 1989, Amendment No. 2 on Form 8, filed with the
Commission on March 23, 1989, Amendment No. 3 on Form 8, filed with the
Commission on March 27, 1989, Amendment No. 4 on Form 10/A, filed with the
Commission on January 27, 1994, and Amendment No. 5 on Form 10/A, filed
with the Commission on February 17, 1998.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering hereunder shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed documents which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus. The Company will provide without charge to each person to whom this
Prospectus is delivered upon written or oral request, a copy of any or all of
such documents that have been or may be incorporated by reference into this
Prospectus (other than exhibits to such documents which are not specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Corporate Secretary, Scotsman Industries, Inc., 820 Forest
Edge Drive, Vernon Hills, Illinois 60061, telephone number (847) 215-4500.
17
<PAGE> 18
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NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE
SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION OF SUCH PERSONS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
The Company........................... 2
Forward-Looking Statements............ 3
Risk Factors.......................... 4
Use of Proceeds....................... 8
Certain Transactions.................. 9
Selling Stockholders.................. 11
Description of Capital Stock.......... 12
Plan of Distribution.................. 16
Legal Matters......................... 16
Experts............................... 16
Available Information................. 17
Incorporation of Certain Documents by
Reference........................... 17
</TABLE>
======================================================
1,611,699 SHARES
SCOTSMAN INDUSTRIES, INC.
COMMON STOCK
PAR VALUE, $0.10 PER SHARE
PROSPECTUS
- ------------------------------------------------------
