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
SCOTSMAN HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 52-1862719
(State or other juri sdiction 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]
As of March 28, 1997, 3,472,968 shares of the common stock ("Common Stock")
of the Registrant were outstanding.
<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 that its subsidiary, The Scotsman Group, Inc. had
changed its name 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 March 2, 1994 between
Scotsman Holdings, Inc. and First Trust National
Association, as Trustee. (Incorporated by reference
to Exhibit 4.1 of Registration Statement on Form S-4,
Commission File No. 33-68444.
4.2 -- A/B Exchange Registration Rights Agreement, dated
March 2, 1994 between BT Securities Corporation and
Scotsman Holdings, Inc. (Incorporated by reference
to Exhibit 4.3 of Registration Statement on Form S-4,
Commission File No. 33-68444.
10.1 -- 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")).
<PAGE>
10.2 -- 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).
10.3 -- 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")).
10.4 -- 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).
10.5 -- 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).
10.6 -- 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")).
10.7 -- 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).
10.8 -- 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).
2
<PAGE>
10.9 -- 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).
10.10 -- Amendment No. 8 to Loan and Security Agreement
dated September 30, 1996 between Congress Financial
Corporation and The Scotsman Group, Inc.
(Incorporated by reference to Exhibit 10.9 to the
annual report on Form 10-K of Williams Scotsman, Inc.
for the year ended December 31, 1996 (the "Scotsman
1996 10-K")).
10.11 -- Amendment No. 9 to Loan and Security Agreement
dated January 31, 1997 between Congress Financial
Corporation and Williams Scotsman, Inc.
(Incorporated by reference to Exhibit 10.10 to the
Scotsman 1996 10-K).
10.12 -- 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).
10.13 -- 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).
10.14 -- 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).
10.15 -- 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).
3
<PAGE>
10.16 -- 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).
10.17 -- 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).
10.18 -- 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: Williams Scotsman, Inc.
and its subsidiary 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.
SCOTSMAN HOLDINGS, 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 98, 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
5
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