<PAGE>
As filed with the Securities and Exchange Commission on September 17, 1997
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Registration No. 333-33673
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
Registration Statement Under The Securities Act of 1933
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CONSOLIDATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 37-0684070
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 CENTURY BUILDING MARY HALL MUELLER, VICE PRESIDENT
36 SOUTH PENNSYLVANIA STREET AND GENERAL COUNSEL
INDIANAPOLIS, INDIANA 46204 CONSOLIDATED PRODUCTS, INC.
(317) 633-4100 500 CENTURY BUILDING
(Address, including zip code and telephone 36 SOUTH PENNSYLVANIA STREET
number, including area code, of registrant's INDIANAPOLIS, INDIANA 46204
principal executive offices) (317) 633-4100
(Name, address, including zip code,
and telephone number, including
area code of agent for service)
Copies to:
Berkley W. Duck
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282-0002
Approximate date of commencement of proposed sale of the securities to the
public:
As determined by the selling shareholders
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or reinvestment
plans, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Title of Each Proposed Proposed
Class Of Amount Maximum Maximum Amount Of
Securities To Be To Be Offering Aggregate Registration
Registered Registered Price Per Unit(1) Offering Price (1) Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 45,097 Shares $17.2188 $776,516 $235.28
$.50 stated value
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low sale price of the Company's stock on August 8, 1997.
<PAGE>
CROSS REFERENCE SHEET
Between Items in Form S-3 and the Prospectus
Pursuant to Regulation S-K, Item 501(b)
Item No. Prospectus Caption
- -------- ------------------
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus........................................... Not Applicable
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges............................ The Company
4. Use of Proceeds...................................... Use of Proceeds
5. Determination of Offering Price...................... Not Applicable
6. Dilution............................................. Not Applicable
7. Selling Security Holders............................. Selling Shareholders
8. Plan of Distribution................................. Plan of Distribution
9. Description of Securities to be Registered........... Not Applicable
10. Interests of Named Experts and Counsel.............. Legal Matters
11. Material Changes.................................... Not Applicable
12 Incorporation of Certain Information by Reference.. Documents
Incorporated
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..... Not Applicable
2
<PAGE>
PROSPECTUS
45,097 SHARES OF COMMON STOCK
CONSOLIDATED PRODUCTS, INC.
This Prospectus relates to the public offering by one or more of the current
directors of Consolidated Products, Inc., an Indiana corporation (the
"Company"), including Alva T. Bonda, Neal Gilliatt, Charles E. Lanham, J. Fred
Risk, James Williamson, Jr., and a former director of the Company's subsidiary
corporation, Steak n Shake, Inc., Robert P. Cronin (hereinafter collectively
referred to as the "Directors") of up to an aggregate of 45,097 Shares of Common
Stock (the "Shares") of Consolidated Products, Inc., an Indiana corporation
(the "Company"). The Shares have been issued to the Directors pursuant to the
exercise of options granted under the Company's 1991 Nonemployee Director Stock
Option Plan (the "Plan"). None of the proceeds from the sale of the Shares will
be received by the Company. The Common Stock of the Company is traded on the
New York Stock Exchange under the symbol "COP".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Any Shares may be sold by the Directors from time to time in transactions
effected by or through brokers at prevailing market prices. On August 8, 1997,
the last sale price of the Common Stock as reported on the New York Stock
Exchange was $17.375 per share.
The expenses incident to the preparation and filing of the registration
statement of which this Prospectus is a part have been paid by the Company. All
other expenses associated with the offer and sale of the Shares, including
brokers' fees, selling commissions and placement fees, if any, will be paid by
the individual Directors. As of the date of this Prospectus, none of the
Directors has any agreement with any broker or dealer with respect to the sale
of the Shares.
This date of this Prospectus is August 14, 1997.
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; and its regional offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621-2511; and 75 Park Place, New York, New York 10007. Copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, proxy statements and other information filed on or after November
19, 1996, may also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York. The SEC also maintains a Web site that
contains certain reports, proxy and information statements and other information
regarding issuers that file electronically. The address of such site is
(http://www.sec.gov).
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended, with respect to the Shares
offered hereby (the "Registration Statement"). This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto. Certain items were omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company
and the Shares offered by this Prospectus, reference is made to the Registration
Statement, including all amendments thereto and the schedules and exhibits filed
as part thereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference in the registration
statement:
(a) the registrant's latest annual report on Form 10-K, filed with the
Commission on December 24, 1996.
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; including the Company's Quarterly
Reports on Form 10-Q for the fiscal quarters ended December 18, 1996,
April 9, 1997 and July 2, 1997 filed with the Commission on January
31, 1997, May 15, 1997 and August 15, 1997, respectively,
(c) the Registrant's definitive Proxy Statement dated December 24, 1996
related to the 1997 Annual Meeting of Shareholders,
(d) the Registrant's Form 8-A dated October 28, 1996 related to the
listing of the Common Stock on the New York Stock Exchange, and
(e) the description of the registrant's Common Stock contained in the
registrant's registration statement filed under Section 12 of the
Securities Act of 1933, on May 21, 1997, including any amendments or
reports filed for the purpose of updating such description.
4
<PAGE>
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act shall be deemed to be
incorporated by reference in this Registration Statement 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 Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document 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 Registration Statement.
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein (not including exhibits to such documents unless such exhibits
are specifically incorporated by reference in the information that this
Prospectus incorporates). Requests for such copies should be directed to Mary
H. Mueller, Associate Secretary, Consolidated Products, Inc., 500 Century
Building, 36 South Pennsylvania Street, Indianapolis, Indiana 46204; telephone
number (317) 633-4100.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY
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
ONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF THE SHARES MADE HEREIN SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY INFERENCE THAT THERE HAS NOT BEEN ANY CHANGE IN THE
INFORMATION OF THE COMPANY SINCE THE DATE HEREOF.
THE COMPANY
The Company is engaged in operating 245 Steak n Shake -Registered
Trademark- restaurants, including 53 franchised units, primarily in the Midwest
and Southeast, serving the mid-scale, casual dining segment of the restaurant
industry. The Company also operates 11 theme restaurants located in Indiana and
Illinois, primarily under the concept name Colorado Steakhouse. -TM- The
principal executive offices of the Company are located at 500 Century Building,
36 South Pennsylvania Street, Indianapolis, Indiana 46204. The Company's
telephone numbers is (317) 633-4100.
USE OF PROCEEDS
The Shares of the Company being offered hereby were issued by the Company
to the Directors pursuant to their exercise of stock options granted under the
Plan. The Plan was approved by shareholders at the Annual Meeting of
Shareholders held February 18, 1992. The Shares issued to the Directors
pursuant to the Plan had an exercise price of $3.03 per share. The Company will
receive none of the proceeds from the sale of the Shares being offered. All
proceeds from the sales will be paid to the individual Directors.
5
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
Directors as of the effective date of this Prospectus. All of the individuals
listed below are currently Directors of the Company except for Robert P. Cronin,
who resigned as a director of the Company's subsidiary, Steak n Shake, Inc. on
January 7, 1997. Since the Directors may sell all or some of the Shares, or
other shares held by them, no accurate estimate can be made of the aggregate
amount of the Shares which will be owned by each Director upon completion of the
offering to which this Prospectus relates.
<TABLE>
<CAPTION>
Percentage Owned
Common Common Shares After Sale Of All
Shares Registered Shares Registered
Name Owned Hereunder Hereunder
--------- ------ ------------- ------------------
<S> <C> <C> <C>
Alva T. Bonda 1,739,564 (1)(2) 8,053 10.5%
Neal Gilliatt 25,517 (3) 8,053 *
Charles E. Lanham 275,753 (4) 8,053 1.7%
J. Fred Risk 99,355 (5) 8,053 *
James Williamson, Jr. 1,638,963 (1)(6) 8,053 9.9%
Robert P. Cronin N/A 4,832
----------- -------- ------
2,360,046 (1)(7) 45,097 14.2%
----------- -------- ------
----------- -------- ------
</TABLE>
* Less than 1%
Notes To Table:
(1) Includes 1,419,106 shares owned of record and beneficially by Kelley &
Partners, Ltd., of which Messrs. Bonda and Williamson are General
Partners.
(2) Includes 11,961 shares which may be acquired pursuant to stock options
exercisable within 60 days. Also includes 96,984 shares owned of
record by Mr. Bonda as executor of his wife's estate.
(3) Includes 6,105 shares which may be acquired pursuant to stock options
exercisable within 60 days by Mr. Gilliatt. Also includes 2,928
shares owned of record and beneficially by Mr. Gilliatt's wife, with
respect to which he disclaims beneficial ownership.
(4) Includes 11,961 shares which may be acquired pursuant to stock options
exercisable within 60 days. Also includes 6,359 shares owned of
record and beneficially by Mr. Lanham's wife, with respect to which he
disclaims beneficial ownership.
(5) Includes 7,569 shares which may be acquired pursuant to stock options
exercisable within 60 days. Also includes 3,762 shares owned of
record and beneficially by Mr. Risk's wife, with respect to which he
disclaims beneficial ownership.
(6) Includes 11,961 shares which may be acquired pursuant to stock options
exercisable within 60 days. Also includes 11,062 shares owned of
record and beneficially by Mr. Williamson's wife, with respect to
which he disclaims beneficial ownership.
(7) Includes 49,557 shares which may be acquired pursuant to stock options
exercisable within 60 days.
6
<PAGE>
PLAN OF DISTRIBUTION
Any Shares sold by the Directors will be sold from time to time in
transactions effected by or through brokers at prevailing market prices. As of
the date of this Prospectus, none of the Directors has any agreement with any
broker or dealer with respect to the sale of the Shares. Brokers and dealers
participating in the sale of the Shares may receive customary commissions or
discounts for their services.
LEGAL MATTERS
Certain legal matters relating to the issuance of the Shares have been
passed on for the Company by Ice Miller Donadio & Ryan, Indianapolis, Indiana.
EFFECTIVE DATE
This registration shall become effective in accordance with Section 8(a)
of the Securities Act of 1933 or on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to registration statement to be signed on behalf
of Consoildated Products, Inc. by the undersigned, thereunto duly authorized in
the City of Indianapolis, State of Indiana on September 17, 1997.
CONSOLIDATED PRODUCTS, INC.
By:/s/ James W. Bear
---------------------------------
Senior Vice President, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment to
registration statement has been signed by the following persons in the
capacities indicated on September 17, 1997.
*/s/ E. W. Kelley Chairman and Director
- ------------------------------
*/s/ Alan B. Gilman Chief Executive Officer, President and
- ------------------------------ Director
/s/ James W. Bear Senior Vice President and Treasurer
- ------------------------------ (Principal Financial Officer and Principal
Accounting Officer)
*/s/ Gregory G. Fehr Vice President and Controller
- ------------------------------
*/s/ S. Sue Aramian Vice Chairwoman and Director
- ------------------------------
*/s/ Alva T. Bonda Director
- ------------------------------
*/s/ Neal Gilliatt Director
- ------------------------------
*/s/ Charles E. Lanham Director
- ------------------------------
*/s/ J. Fred Risk Director
- ------------------------------
*/s/ John W. Ryan Director
- ------------------------------
*/s/ James Williamson, Jr. Director
- ------------------------------
*By: /s/ James W. Bear
- ------------------------------
Attorney-in-fact
8
