8-K 1 form8k-051605_wsi.txt CURRENT REPORT ================================================================================ 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 reported): May 16, 2005 WILLIAMS SCOTSMAN, INC. (Exact name of Registrant as specified in its Charter) MARYLAND 033-68444 52-0665775 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 8211 TOWN CENTER DRIVE 21236 BALTIMORE, MARYLAND (Zip Code) (Address of principal executive offices) (410) 931-6000 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year - if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions : |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 7.01. Regulation FD Disclosure. Williams Scotsman, Inc. ("Williams Scotsman") is expected to enter into an amended and restated credit facility ("New Credit Facility") with a syndicate of lenders. Bank of America, N.A. is expected to act as administrative agent. Banc of America Securities LLC and Deutsche Banc Securities Inc. are expected to act as co-lead arrangers and joint book runners. Deutsche Bank Trust Company Americas is expected to act as syndication agent. Bank of America, N.A. and Deutsche Bank Trust Company Americas are expected to act as co-collateral agents. Williams Scotsman is making the following disclosure to comply with Regulation FD. STRUCTURE The New Credit Facility is expected to consist of (a) a revolving credit facility of $500 million, including a sub-limit of $80 million for letters of credit (letters of credit would be 100% reserved against borrowing availability under the New Credit Facility) and (b) a term loan of $150 million. Advances under the New Credit Facility are expected to be limited by a borrowing base formula consisting of a percentage of eligible accounts receivable, plus a percentage of eligible rental equipment, less certain reserves and other amounts. The New Credit Facility would be used by Williams Scotsman to refinance existing indebtedness, to issue standby or commercial letters of credit, and for general corporate and working capital needs. INTEREST AND EXPENSES Borrowings under the New Credit Facility are expected to initially bear interest at the borrower's option at LIBOR plus a margin or a base rate plus a margin. The interest rate margin will be subject to pricing adjustments based on excess availability and a ratio of total funded debt to EBITDA. The unused portion of the New Credit Facility is expected to be subject to a per annum fee. In connection with the New Credit Facility, Williams Scotsman is expected to agree to pay administrative fees, commitment fees and certain expenses and to provide certain indemnities, all of which Williams Scotsman believes are customary for financings of this type. MATURITY The New Credit Facility is expected to mature five years after its closing. SECURITY AND GUARANTEES Scotsman Holdings, Inc. ("Parent") and Williams Scotsman's existing, and future domestic subsidiaries and its Canadian subsidiary are expected to unconditionally guarantee the repayment of the New Credit Facility and obligations under any hedging arrangement entered into with a lender or an affiliate of a lender. The New Credit Facility and the guarantees are expected to be secured by substantially all of the tangible and intangible assets of the borrower and each of the guarantors under the New Credit Facility, with exceptions to be determined. COVENANTS The New Credit Facility is expected to contain affirmative and negative covenants customary for such financings. The New Credit Facility is expected to include covenants relating to limitations on, among other things and subject to certain exceptions: o dividends on, and redemptions and repurchases of, capital stock, o liens and sale-leaseback transactions, o loans and investments, o debt and hedging arrangements, o mergers, acquisitions and asset sales, o transactions with affiliates, o capital expenditure, and o changes in business activities conducted by us. The borrower under the New Credit Facility will be subject to certain financial covenants only if excess availability (to be defined in the New Credit Facility) is less than $75.0 million. EVENTS OF DEFAULT The New Credit Facility is expected to contain events of default, including, but not limited to: o nonpayment of principal, interest, fees or other amounts when due, o violation of covenants, o failure of any representation or warranty to be true in all material respects when made or deemed made, o cross acceleration and cross default, o change of control, o bankruptcy events, o material judgments, and o actual or asserted invalidity of the guarantees or security documents. Some of these events of default are expected to allow for grace periods and materiality concepts. 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. Dated: May 16, 2005 WILLIAMS SCOTSMAN, INC. By: /s/ Robert C. Singer ----------------------------------- Name: Robert C. Singer Title: Executive Vice President and Chief Financial Officer

CONFORMED AS EXECUTED

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 reported): April 15, 2005

WILLIAMS SCOTSMAN, INC.

(Exact name of Registrant as specified in its Charter)

Commission File Number: 033-68444

Maryland	033-68444	52-0665775
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)
8211 Town Center Drive
Baltimore, Maryland		21236
(Address of principal executive offices)		(Zip Code)

(410) 931-6000

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year - if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 15, 2005, Scotsman Holdings, Inc., Williams Scotsman Inc. (the “Company”), the Lenders party to the Credit Agreement, dated as of March 26, 2002 (as amended, restated, modified and/or supplemented through April 14, 2005) (the “Credit Agreement”) and Deutsche Bank Trust Company Americas, as Administrative Agent under the Credit Agreement, entered into a Fifth Amendment (the “Amendment”) to the Credit Agreement.

Under the terms of the Amendment, the amount of the Company’s indebtedness which may be evidenced by guarantees, performance bonds and surety bonds has been increased to $100 million from $50 million. The Amendment also provides that the book value of assets securing obligations under such performance and surety bonds cannot exceed $75 million outstanding at any time. In addition, the Amendment increases the letter of credit subfacility available to the Company from $20 million to $40 million.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit		Description
99.1		Fifth Amendment to the Credit Agreement, dated as of April 15, 2005

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 thereunto duly authorized.

	WILLIAMS SCOTSMAN, INC.
	By:	/s/ Robert C. Singer
		Robert C. Singer
		Executive Vice President and Chief
		Financial Officer
Dated: April 20, 2005

EXHIBIT INDEX

Exhibit		Description
99.1		Fifth Amendment to the Credit Agreement, dated as of April 15, 2005.

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