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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
REGISTRATION NO. 333-38489
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
SCOTSMAN INDUSTRIES, INC.
SCOTSMAN GROUP INC.
(Exact name of Registrants as specified in their respective charters)
36-3635892
DELAWARE 36-3635935
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
_______________
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)
_______________
Copy to:
IMAD I. QASIM, ESQ.
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
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This Registration Statement No. 333-38489 (the "Registration Statement")
under the Securities Act of 1933 (the "Act") registered (a) $100,000,000 of
Senior Subordinated Notes of Scotsman Group Inc. ("Scotsman Group"), a Delaware
corporation and a direct, wholly owned subsidiary of Scotsman Industries, Inc.
(the "Company"), a Delaware corporation, and the related guaranty of the
Company of Scotsman Group's obligations under the Notes and the related
indenture; and (b) 1,853,454 shares of the Company's common stock, par value
$0.10 per share, which were intended to be offered from time to time by certain
stockholders of the Company and the Company pursuant to Rule 415 under the Act.
The offering of the securities has been terminated and, in accordance with
Item 512(a)(3) of Regulation S-K under the Act, this Post-Effective Amendment
is being filed to remove from registration all securities that remained unsold
as of May 11, 1998.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANTS CERTIFY THAT THEY HAVE REASONABLE GROUNDS TO BELIEVE THAT THEY
MEET ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAVE DULY CAUSED THIS
REGISTRATION STATEMENT AMENDMENT ON FORM S-3 TO BE SIGNED ON THEIR BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN VERNON HILLS, ILLINOIS ON MAY
12, 1998.
SCOTSMAN INDUSTRIES,INC.
By: /s/ R.C. OSBORNE
---------------------------------------
Chairman and Chief Executive Officer
SCOTSMAN GROUP INC.
By: /s/ R.C. OSBORNE
---------------------------------------
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT AMENDMENT HAS BEEN SIGNED ON MAY 12, 1998 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ R.C. OSBORNE Chairman of the Board, President,
- ------------------------------ Chief Executive Officer & Director
(R.C. Osborne) of the Registrants (Principal
Executive Officer)
/s/ D.D. HOLMES Vice President-Finance and Secretary
- ------------------------------ (Principal Financial & Accounting
(D.D. Holmes) Officer) of the Registrants &
Director of Scotsman Group Inc.
* Director of Scotsman Industries, Inc.
- ------------------------------
(D.C. Clark)
* Director of Scotsman Industries, Inc.
- ------------------------------
(F.W. Considine)
* Director of Scotsman Industries, Inc.
- ------------------------------
(G.D. Kennedy)
* Director of Scotsman Industries, Inc.
- ------------------------------
(R.G. Rettig)
* Director of Scotsman Industries, Inc.
- ------------------------------
(R.L. Thomas)
*By: /s/ D.D. HOLMES
-------------------------
Attorney-in-Fact
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