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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event recorded) - April 14, 1997
Commission File Number: 033-68444
SCOTSMAN HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 52-1862719
(State of Incorporation) (I.R.S. Employer Identification Number)
8211 Town Center Drive 21236
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
(410) 931-6000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On April 14, 1997, Scotsman Holdings, Inc. (Holdings) executed a definitive
agreement with The Cypress Group and Keystone, Inc., whereby each would purchase
approximately 45% of the stock of Holdings. The transaction, which is expected
to close by early June, is valued at approximately $675 million, including the
assumption of debt and certain other liabilities and expenses. A copy of the
press release announcing the execution of the agreement is filed as Exhibit 99
to the Form 8-K.
On April 21, 1997, the Company announced that Gerard E. Holthaus has been
elected to serve as President and Chief Executive Officer, replacing Barry P.
Gossett as CEO, and Gerard E. Keefe has been elected to serve as Senior Vice
President, Chief Financial Officer and Treasurer. Mr. Gossett will continue to
serve as Chairman of the Board.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a Not applicable
(b) Not applicable
(c) Exhibits
99. Press Release dated April 14, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized, on the 21st day of April, 1997.
SCOTSMAN HOLDINGS, INC.
By: /s/ Gerard E. Holthaus
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Gerard E. Holthaus
President and Chief Executive Officer
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FOR IMMEDIATE RELEASE
Contacts: Owen Blicksilver Jim Fingeroth
Principal Communications Wendi Kopsick
For Cypress, Keystone For Odyssey Partners
212-303-7603 212-593-2655
CYPRESS AND KEYSTONE TO ACQUIRE
SCOTSMAN HOLDINGS FOR $675 MILLION
NEW YORK/FORT WORTH, April 14, 1997 -- The Cypress Group and Keystone, Inc.
announced today the execution of a definitive agreement with Scotsman Holdings,
Inc. whereby Cypress and Keystone would acquire approximately 90% (divided
evenly) of the common stock of Scotsman, the parent of Williams Scotsman, Inc.,
to be outstanding after a recapitalization of the company. The transaction,
which is expected to close by early June, is valued at approximately $675
million, including the assumption of debt and certain other liabilities and
expenses.
Williams Scotsman's management is participating as equity investors in the
transaction and will continue to run the company. Odyssey Partners, L.P., which
acquired Scotsman in 1993, will retain an ownership position in the company.
Williams Scotsman, headquartered in Baltimore, is the second largest operating
lessor of mobile office units in the United States with revenues of
approximately $200 million. The Company's products provide flexible, relocatable
and cost-effective space solutions for commercial, construction and educational
customers among others. The Company began operations in 1946.
"We are delighted to join forces with this management team for the next phase of
Williams Scotsman's success," a Keystone spokesman said. "Williams Scotsman is
extremely well positioned to expand its services to both its current client base
as well as to other industries. We see this as a business that can continue to
offer new applications which will be in increasing demand."
"Williams Scotsman represents the type of growth platform that meshes with our
investment criteria," said David P. Spalding, Vice Chairman of Cypress.
"Williams Scotsman's management has done an outstanding job growing this
business and extending its reach across the country. As their partner, we look
forward to helping them continue to execute their strategic plan."
Williams Scotsman operates a fleet of over 42,500 mobile units which are leased
through a network of 60 branch offices in 33 states. The company has over 12,500
customers in approximately 450 separate industries. In addition to its core
leasing business, Williams Scotsman also provides delivery, installation and
other services to its leasing customers and sells new and used mobile office
products.
"We are excited to have Cypress and Keystone as our partners," said Barry
Gossett, Chairman of the company. "Working with these partners, the management
will be able to continue the dramatic growth we have achieved over the last four
years."
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"With the additional capital infusion and the broad experience of these new
partners, the company is well positioned to take advantage of its future
business opportunities," said Gerry Holthaus, President of the company.
Steve Berger, General Partner of Odyssey Partners, commented, "We have enjoyed a
terrific partnership with the Scotsman management team over the past few years
and look forward to working with Cypress and Keystone as Scotsman pursues
exciting new opportunities in its next stage of growth."
The Cypress Group manages a private equity fund with more than $1 billion in
commitments. Cypress invests in privately negotiated transactions, targeting
established operating companies and investing with management to foster
continued growth. Since its fund's closing in February 1996, Cypress has added
two other companies to its investment portfolio: Cinemark USA, Inc., the fourth
largest theater operator in the country, and AMTROL Inc., a leading water flow
and control company. The Cypress Group, based in New York City, is headed by its
four partners, James A. Stern, Jeffrey P. Hughes, James L. Singleton and David
P. Spalding.
Keystone, Inc. formerly the Robert M. Bass Group, is the principal investment
arm for Robert Bass and his associates. Formed in 1983, Keystone has made
investments in a wide variety of industries and has taken control positions in
both public and private companies.
Odyssey Partners is a private, New York-based partnership that invests in both
marketable securities and private corporate transactions.
Goldman, Sachs & Co. served as financial advisor to Odyssey Partners.
