SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 033-68444
WILLIAMS SCOTSMAN, INC.
(Exact name of Registrant as specified in its Charter)
Maryland 52-0665775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8211 Town Center Drive 21236
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
-
Registrants' telephone number, including area code: (410) 931-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No__
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The Registrant is a wholly-owned subsidiary of Scotsman Holdings, Inc., a
Delaware corporation. As of March 28, 1997, Scotsman Holdings, Inc. owned
3,320,000 shares of common stock ("Common Stock") of the Registrant.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Financial Statements and Financial Statement Schedules (1) and (2).
See Index to Financial Statements and Supplemental Schedules at
Item 8 of this Annual Report on Form 10-K and Exhibit No. 27.
(b) Reports on Form 8-K filed in the fourth quarter of 1996.
In a report on Form 8-K dated November 27, 1996, the Company reported
a change in the Registrant's name from The Scotsman Group, Inc. to
Williams Scotsman, Inc., effective January 1, 1997.
(c) Exhibits
Exhibit Number
--------------
3.1 -- Certificate of Incorporation of Williams Scotsman, Inc.,
as amended. (Incorporated by reference to Exhibit 3(i) of
Form 8-K dated November 27, 1996).
3.2 -- By-laws of Williams Scotsman, Inc. (Incorporated by
reference to Exhibit 3.2 of Registration Statement on
Form S-l, Commission File No. 33-68444).
4.1 -- Indenture dated as of December 16, 1993 between
The Scotsman Group, Inc. and Continental Bank
National Association, as trustee (Incorporated
by reference to Exhibit 10.1 to the annual report
on Form 10-K of The Scotsman Group, Inc. for the
year ended December 31, 1993 (the "Scotsman 1993 10-K")).
10.1 -- Loan and Security Agreement dated December 16, 1993
between Congress Financial Corporation and
The Scotsman Group, Inc. (Incorporated by reference
to Exhibit 10.2 to the Scotsman 1993 10-K).
10.2 -- Amendment No. 1 to Loan and Security Agreement dated
June 15, 1994 between Congress Financial Corporation
and The Scotsman Group, Inc. (Incorporated by reference
to Exhibit 10.2 to the annual report on Form 10-K of
The Scotsman Group, Inc. for the year ended December 31,
1994 (the "Scotsman 1994 10-K")).
<PAGE>
10.3 -- Amendment No. 2 to Loan and Security Agreement dated
September 14, 1994 between Congress Financial
Corporation and The Scotsman Group, Inc. (Incorporated
by reference to Exhibit 10.3 to The Scotsman 1994 10-K).
10.4 -- Amendment No. 3 to Loan and Security Agreement dated
March 24, 1995 between Congress Financial
Corporation and The Scotsman Group, Inc. (Incorporated
by reference to Exhibit 10.4 to the Scotsman 1994 10-K).
10.5 -- Amendment No. 4 to Loan and Security Agreement dated
March 28, 1995 between Congress Financial Corporation
and The Scotsman Group, Inc. (Incorporated by reference
to Exhibit 10.5 to the annual report on Form 10-K of
The Scotsman Group, Inc. for the year ended December 31,
1995 (the "Scotsman 1995 10-K")).
10.6 -- Amendment No. 5 to Loan and Security Agreement dated
August 1, 1995 between Congress Financial Corporation
and The Scotsman Group, Inc. (Incorporated by reference
to Exhibit 10.6 to the Scotsman 1995 10-K).
10.7 -- Amendment No. 6 to Loan and Security Agreement dated
October 13, 1995 between Congress Financial Corporation
and The Scotsman Group, Inc. (Incorporated by reference
to Exhibit 10.7 to the Scotsman 1995 10-K).
10.8 -- Amendment No. 7 to Loan and Security Agreement dated
January 30, 1996 between Congress Financial Corporation
and The Scotsman Group, Inc. (Incorporated by reference
to Exhibit 10.8 to the Scotsman 1995 10-K).
10.9 -- Amendment No. 8 to Loan and Security Agreement dated
September 30, 1996 between Congress Financial
Corporation and The Scotsman Group, Inc.
2
<PAGE>
10.10 -- Amendment No. 9 to Loan and Security Agreement
dated January 31, 1997 between Congress Financial
Corporation and Williams Scotsman, Inc.
10.11 -- Intercreditor Agreement dated December 16, 1993
among The Scotsman Group, Inc., Congress Financial
Corporation and Continental Bank National Association,
as trustee (Incorporated by reference to Exhibit 10.3
to the Scotsman 1993 10-K).
10.12 -- Amended and Restated Management Stockholders'
and Optionholders' Agreement dated as of June 6, 1994,
amending and restating the Management Stockholders'
and Optionholders' Agreement dated as of November 9,
1993 by and among Scotsman Holdings, Inc., Odyssey
Partners, L.P. and the parties identified as management
stockholders on the signature pages thereto.
(Incorporated by reference to Exhibit 10.4 of
Registration Statement on Form S-l of Scotsman Holdings,
Inc., Commission File No. 33-68444).
10.13 -- Management Agreement, dated as of December 16, 1993
between The Scotsman Group, Inc. and Odyssey Investors,
Inc. (Incorporated by reference to Exhibit 10.5 of
Registration Statement on Form S-l of Scotsman Holdings,
Inc., Commission File No. 33-68444).
10.14 -- Agreement, dated as of June 30, 1993 by and among
The Scotsman Group, Inc., Simon E. Dragan and Whitley
Manufacturing Co., Inc. (Incorporated by reference
to Exhibit 10.6 of Registration Statement on Form S-l,
Commission File No. 33-68444).
10.15 -- Supply Agreement, dated as of August 25, 1993, by
and between Whitley Manufacturing Co., Inc. and
The Scotsman Group, Inc.(Incorporated by reference
to Exhibit 10.7 of Registration Statement on Form S-l,
Commission File No. 3-68444).
3
<PAGE>
10.16 -- Scotsman Holdings, Inc. Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 10.8 of
Registration Statement on Form S-l of Scotsman Holdings,
Inc., Commission File No. 33-68444).
10.17 -- Scotsman Holdings, Inc. 1994 Employee Stock Option Plan.
(Incorporated by reference to Exhibit 10.11 of the Scotsman
1994 10-K).
12. -- Statement regarding computation of ratios.
21. -- Subsidiaries of Registrant: Mobile Field Office Company.
27. -- Financial Data Schedule.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
WILLIAMS SCOTSMAN, INC.
By: /s/ Gerard E. Holthaus
--------------------------
Gerard E. Holthaus
President and Chief Executive Officer
Dated: May 9, 1997
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerard E. Holthaus, his or her attorney-in-fact,
with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Report, and to file the same with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ Gerard E. Holthaus * Chairman of the Board May 9, 1997
- -------------------------- and Director
Barry P. Gossett
/s/ Gerard E. Holthaus President, Chief Executive May 9, 1997
- -------------------------- Officer and Director
Gerard E. Holthaus
/s/ Gerard E. Holthaus * Controller May 9, 1997
- --------------------------
Katherine K. Giannelli
/s/ Gerard E. Holthaus * Director May 9, 1997
- --------------------------
Muzzafar Mirza
/s/ Gerard E. Holthaus * Director May 9, 1997
- --------------------------
Stephen Berger
/s/ Gerard E. Holthaus * Director May 9, 1997
- --------------------------
Brian Kwait
/s/ Gerard E. Holthaus *As Attorney-in-Fact May 9, 1997
- --------------------------
Gerard E. Holthaus
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