<PAGE>   1
                                   FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 29, 1996.
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission file number 1-10182

                           SCOTSMAN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                            36-3635892
(State of incorporation)                                       (I.R.S. Employer
                                                             Identification No.)
775 Corporate Woods Parkway, Vernon Hills, Illinois                        60061
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (847) 215-4500

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                      Name of each exchange
                 Title of each class                   on which registered
                 -------------------                   -------------------
<S>                                               <C>
Common stock, $0.10 par value                         New York Stock Exchange
Common stock purchase rights,
  no par value                                        New York Stock Exchange
</TABLE>

Securities registered pursuant to Section 12(g) of the Act: None

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. [ ]

At March 17, 1997 there were 10,545,664 shares of registrant's common stock
outstanding, and the aggregate market value of the voting stock held by
nonaffiliates of the registrant as of such date was approximately $276.2
million.

                      DOCUMENTS INCORPORATED BY REFERENCE

Registrant's 1996 Annual Report to Shareholders for the fiscal year ended
December 29, 1996 (the "1996 Annual Report"):  Parts I, II, and IV.

Registrant's definitive Proxy Statement for its 1997 Annual Meeting of
Shareholders to be held on May 15, 1997 (the "1997 Proxy Statement"): Part III.



<PAGE>   2

                                     PART I

ITEM 1.  BUSINESS

The registrant, Scotsman Industries, Inc. (hereinafter referred to, together
with its subsidiaries, as "Scotsman" or the "Company"), is a holding company
with subsidiaries engaged in the manufacture and marketing of refrigeration
products primarily for the foodservice industry, including ice machines, food
preparation and storage equipment, and drink dispensing equipment.

Scotsman was organized under the laws of the state of Delaware on January 26,
1989.  Effective April 14, 1989, Scotsman was spun-off from Household
International, Inc. ("Household") through the issuance of one share of Scotsman
common stock for every five shares of Household common stock then outstanding
to Household shareholders.  As of such date, Scotsman became a publicly traded
company listed on the New York Stock Exchange, and its operations ceased to be
owned by Household.

Scotsman conducts its domestic ice machine business through the Scotsman Ice
Systems division ("Scotsman Ice Systems") of its wholly-owned subsidiary,
Scotsman Group Inc. ("SGI"), and through the Crystal Tips product line of its
wholly-owned subsidiary, Booth, Inc. ("Booth").  Booth acquired substantially
all of the assets of Crystal Tips, Inc. in April of 1992.  Scotsman conducts
its European ice machine business through two Italian subsidiaries, Frimont
S.p.A. ("Frimont") and Castel MAC S.p.A. ("Castel MAC").  In January of 1993,
Frimont acquired the assets of Simag, an Italian ice machine manufacturer,
further expanding the Company's European ice machine line.  In June of 1995,
Scotsman also entered into a joint venture with Shenyang Xinle Precision
Machinery Company in Shenyang, China to produce ice machines for the Chinese
market.  During 1996, Scotsman increased its ownership interest in the joint
venture company from 40 to 60 percent.

Scotsman manufactures and markets food preparation and storage equipment,
including food preparation workstations, refrigerators and freezers and other
equipment, through its wholly-owned subsidiary, The Delfield Company
("Delfield"), which was acquired on April 29, 1994.  Scotsman also
manufactures, through Castel MAC, and markets, through Castel MAC and Frimont,
a limited line of refrigerated cabinets, dough retarders and blast freezers in
Europe.  Scotsman had previously manufactured and sold refrigerators and
freezers in the United States through its Glenco-Star Division, which was sold
in September 1992.

Scotsman manufactures and markets drink dispensing equipment in the United
States through Booth and in Europe through Whitlenge Drink Equipment Limited
("Whitlenge") and through Hartek Beverage Handling GmbH and its Austrian
distributor, Hartek Awagem Vertriebsges m.b.H. (collectively, "Hartek" or the
"Hartek entities").  Whitlenge was acquired by Scotsman on April 29, 1994.
Hartek was acquired by Scotsman on December 31, 1995.

Scotsman manufactures and markets niche products through Delfield, including
air ventilating equipment, ice cream dispensing equipment and iced drink mixing
and dispensing machines.  Scotsman also manufactures and markets a limited line
of water coolers through its Italian subsidiaries, Frimont and Castel MAC.

RECENT ACQUISITION OF KYSOR INDUSTRIAL CORPORATION

In March of 1997, the Company completed the acquisition of Kysor Industrial
Corporation ("Kysor") a major manufacturer and marketer of refrigerated display
cases, commercial refrigeration systems and insulated panels primarily serving
the supermarket industry.  Prior to the acquisition, Kysor also manufactured
and marketed components for the medium and heavy-duty commercial vehicle market
through its transportation products group





                                      -2-
<PAGE>   3

(the "Transportation Products Group"). The Company purchased Kysor's
common and preferred stock for an aggregate purchase price of approximately $309
million.  Such amount includes the aggregate purchase price paid for all shares
of common and preferred stock acquired by the Company (including shares
converted into a right to receive cash pursuant to the merger which followed
the tender offer for such shares) and for options to acquire shares of common
stock, offset by the net amount of a loan repaid by Kysor's employee stock
ownership plan on behalf of Kysor.  Concurrent with the purchase, Kysor sold all
of the assets of its Transportation Products Group to a third party for an
aggregate purchase price of $86 million plus the assumption of  liabilities
related to such assets.  The Company retained possession of Kysor's commercial
products group through which it manufactures and markets commercial
refrigeration products (the "Commercial Products Group").  The method of
accounting used for the combination was the purchase method.  Goodwill relating
to the acquisition of Kysor will be finalized within twelve months of the
acquisition date and will be amortized for book purposes over 40 years using the
straight-line method.

Kysor is headquartered in Cadillac, Michigan.  Kysor reported total sales of
$381 million in 1996, of which $245 million related to its Commercial Products
Group.

1996 STRATEGIC ALLIANCE

In August of 1996, the Company acquired 50 percent of the outstanding shares of
SAW Technologies Limited, a U.K.-based joint venture company ("SAW").  Aztec
Developments Limited ("Aztec") is the other 50 percent shareholder.  Under the
terms of the joint venture agreement, Aztec sold its technologically advanced
beverage dispensing valve, patents, and manufacturing capability to SAW, and
the Company contributed capital to SAW.  The cost incurred by the Company in
1996 relating to SAW was approximately $2.0 million.

PRODUCTS AND DISTRIBUTION

Scotsman manufactures refrigeration products that are marketed primarily to the
foodservice industry (restaurants, cafeterias, convenience stores and bars),
the supermarket and lodging industries, food processors and beverage companies.
The principal commercial products of Scotsman are ice machines, food
preparation workstations, refrigerators and freezers, refrigerated bakery
equipment, drink dispensing equipment, self-leveling tray and plate dispensers
and ventilation systems.  Through Kysor, Scotsman also manufactures
refrigerated display cases, condensing units and insulated panels and doors for
refrigerated building systems and walk-in coolers.  In addition to commercial
refrigeration products, Scotsman manufactures compact consumer ice machines and
refrigerators for the luxury segment of the consumer appliance market.

ICE MACHINES.  The Company manufactures and markets commercial ice-making
machines under the Scotsman and Crystal Tips trademarks worldwide, under the
Icematic and Simag trademarks in Europe and Asia, and under various brands
through other dealer networks.  The Company's ice machines produce four forms
of ice:  cubes (consisting of contour, lenticular, gourmet, and square),
flakes, scale and nuggets.  Each of these forms of ice is designed and marketed
for specific applications.  Scotsman ice machines are either self-contained
units, which make, store and, in some cases, dispense ice, or modular units,
which make but do not store ice.  Scotsman also manufactures and sells ice
storage bins to accompany modular units.

A significant percentage of the sales of Scotsman commercial ice machines are
to the full service and fast-food restaurant industry.  Other major end-users
include schools, government and military facilities, grocery stores, health
care facilities, hotels and motels, and convenience stores.





                                      -3-
<PAGE>   4

Scotsman commercial ice machines are sold both through a system of distributors
and directly by Scotsman to national customers, contractors, and governmental
and military buyers.  Scotsman Ice Systems presently has approximately 85
distributors in the United States, and Frimont and Castel MAC combined have
approximately 80 distributors in Europe and Asia.  The Crystal Tips line also
has its own distribution network consisting of approximately 68 distributors in
the United States.  The distributors generally do not carry competing brands of
ice machines.  Independent service dealers also install and service the
equipment.  The servicing functions performed by dealers are particularly
important because ice machines typically require more service, due to variable
water conditions, than other major appliances such as refrigerators.  Scotsman
also maintains inventories of replacement parts to support its ice machine
product line.

Scotsman sells directly to national customers such as large hotel chains,
fast-food franchisers and convenience stores.  Sales to federal and state
governments are also made directly by Scotsman for use in employee dining,
health care and military facilities.  Scotsman Ice Systems also owns and
operates one of its largest distributors in Southern California, which it
purchased upon the retirement of the former owners.

Scotsman is the only United States ice machine company with management and
production facilities in Europe.  Scotsman manufactures and markets commercial
ice machines and related components through its Italian subsidiaries, Castel
MAC and Frimont, under the Icematic trademark and the Scotsman and Simag
trademarks, respectively, for sale in Italy and for export primarily to Eastern
and Western Europe, the Middle East, Africa and the Far East.  In the majority
of countries served, Castel MAC and Frimont each sell through separate
distribution channels.  The Company also markets the Crystal Tips line
internationally through three export marketing firms based in the United States
and Canada.

Scotsman manufactures ice machines for the Chinese market through Shenyang
Scotsman-Xinle Refrigeration Equipment Manufacturing Co. Ltd., its Chinese
joint venture company.  Such products are distributed and sold through the
joint venture company's distribution network.

In November of 1992, Scotsman entered into distribution and trademark licensing
agreements with Howe Corporation.  Under these agreements, Scotsman has the
exclusive right to distribute Howe industrial flakers in all foreign and
domestic markets for a five-year period, subject to renewal.  Scotsman also has
the right to use the trademarks HOWE and Rapid Freeze in connection with the
marketing and distribution of these products.

In addition to commercial ice machines, Scotsman also manufactures compact
consumer ice machines and refrigerators for the luxury segment of the consumer
appliance markets.  These products are sold primarily through luxury consumer
appliance distributors who sell to dealers.

Scotsman's commercial ice machine business accounted for 49 percent, 52
percent, and 57 percent of the Company's sales in fiscal years 1996, 1995 and
1994, respectively.

FOOD PREPARATION & STORAGE EQUIPMENT.  In the United States, Scotsman
manufactures and markets a wide range of commercial food preparation and
storage equipment through Delfield under the Delfield, Shelleyglas and
Shelleymatic trademarks.  Delfield's principal products include customized and
standard food preparation workstations, commercial up-right and
under-the-counter refrigerators and freezers, mobile cafeteria systems and
self-leveling tray and plate dispensers.  Delfield sells its equipment to
various purchasers in the foodservice industry, including dealers, wholesalers,
major chain restaurants, fast-food franchises and government entities.





                                      -4-
<PAGE>   5

Delfield sells directly to national accounts, including major retail chain
restaurants.  Delfield also sells equipment domestically through over 2,000
non-exclusive dealers and dealer buying groups and through a network of
approximately 26 independent sales representative firms.  Such dealers
generally carry competing lines of equipment.  The sales representative firms
typically carry complementary foodservice equipment, but carry only Delfield
refrigeration equipment.

Delfield sells in South America and Asia through an export agent.  Export sales
are less than 5 percent of Delfield's total sales.

In Europe, Castel MAC manufactures and markets a line of refrigerated cabinets
under the Icematic brand name and a line of dough retarders and blast freezers
under the Tecnomac brand name, and Frimont markets a line of refrigerators
manufactured by Castel MAC under the Scotsman brand name.  Tecnomac dough
retarders and blast freezers are sold primarily to the European commercial
bakery industry through dealers and agents specializing in that industry.
Sales of food preparation and storage equipment accounted for approximately 29
percent, 32 percent and 28 percent of Scotsman's sales in fiscal years 1996,
1995 and 1994, respectively.

DRINK DISPENSING EQUIPMENT.  In the United States, Scotsman manufactures
soft-drink beverage dispensing equipment through Booth.  Booth manufactures and
markets a complete line of non-coin operated soft-drink dispensing products and
accessories.  Booth offers both pre-mix and post-mix dispensers which can
either be icecooled or electrically-cooled, ice and drink dispensers,
hand-operated valves and other related accessory products used in the fountain
market.  Booth sells its dispensing equipment primarily to soft drink bottlers
franchised by The Coca- Cola Company, Pepsico, Inc., Dr. Pepper and 7-Up, often
labeling the equipment with the customer's name or trademark and the names of
the beverages that will be dispensed.  Major end-users of Booth dispensing
equipment are in the foodservice industry.

In Europe, Whitlenge manufactures and markets soft drink dispensing equipment,
draft beer cooling equipment and related ancillary equipment.  Whitlenge
specializes in remote and under-the-counter beverage cooling installations,
including large installations for foodservice restaurants, and also makes a
range of mechanically refrigerated over and under the counter soft-drink units.
Whitlenge sells directly to soft-drink bottlers and brewers in the United
Kingdom.  Sales to export markets are made both by direct sales to bottlers and
brewers and through distributors and local agents in various markets throughout
Western and Central Europe and the Middle East.

Also in Europe, Hartek manufactures and markets soft drink dispensing
equipment, draft beer cooling equipment and related ancillary equipment which
is sold primarily in Germany, as well as Central and Eastern Europe and the
Middle East.  Hartek sells directly to soft-drink bottlers and to brewers in
Germany.  Sales to export markets are made both by direct sales to bottlers and
brewers and through distributors and local agents in various markets throughout
Western and Central Europe and the Middle East.  Hartek's products are sold
under the Hartek brand name.

SAW is primarily engaged in the design of  technologically advanced electronic
beverage dispensing valves which, in the future, will be incorporated in
Scotsman's drink dispensing equipment.  SAW  currently manufactures, for a
major U.K. bottler, a dispensing product using an electronic valve designed by
SAW.

Sales of drink dispensing equipment accounted for approximately 19 percent, 12
percent and 12 percent of Scotsman's sales in fiscal years 1996, 1995 and 1994,
respectively.





                                      -5-
<PAGE>   6

KYSOR PRODUCTS.  Kysor's principal products are refrigerated display cases,
condensing units, and insulated panels and doors for refrigerated building
systems and walk-in coolers.  The principal markets for Kysor's products
include supermarkets, convenience stores, food processors and restaurants in
the United States.  Refrigerated display cases, refrigerated building systems
and sundry food store, food processing and restaurant equipment are sold
directly to supermarkets and convenience stores, as well as through independent
commercial refrigeration distributors.

Kysor also owns 24.255% of the outstanding shares of Austral Refrigeration Pty.
Ltd. ("Austral"), which it acquired in February of 1996.  Austral is
headquartered in Sydney, Australia, and is the parent company of Kysor/Warren
Australia Pty. Ltd. ("Kysor-Warren Australia"), which has been a licensee and
manufacturer of Kysor refrigerated display cases for over 25 years.  Through
Kysor-Warren Australia, Kysor manufactures refrigerated display cases which are
sold primarily  in Australia but also in other Asian markets.   Austral also
includes other businesses which install and maintain refrigeration products in
those same markets.

NICHE PRODUCTS.  Scotsman also manufactures and markets a line of niche
products, primarily through Delfield, including air ventilating equipment under
the Air Tech trademark, ice cream dispensing equipment, and iced drink mixing
and dispensing machines.  Scotsman also manufactures and markets water coolers
through Frimont and Castel MAC, and small industrial applications through
Whitlenge.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

Financial information pertaining to the Company's foreign and domestic
operations is incorporated herein by reference from Note 15, "Geographic
Information," in the 1996 Annual Report.

ENVIRONMENTAL AND OTHER REGULATORY MATTERS

The Company's products and manufacturing processes are subject to various
environmental, health and safety regulations and standards.  Such regulations
and standards, from time to time, may require significant changes in products
or manufacturing methods.  The Company believes that environmental, health and
safety matters will not have a material effect on its business or financial
condition.  However, legal and regulatory requirements in this area are
increasing, and there can be no assurance that significant costs and
liabilities will not be incurred as a result of currently unidentified or
future problems or new regulatory developments.

The Company also is, or may be, subject from time to time to claims and
litigation arising under the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") and similar state statutes.   The Company has been
identified by the United States Environmental Protection Agency, state
regulatory agencies or private parties  as a potentially responsible party
("PRP") under CERCLA and similar state statutes in connection with a number of
hazardous waste sites.

Under existing environmental laws, PRPs are jointly and severally responsible
for the cost of clean-up and other remedial action at these sites, and each PRP
is therefore potentially responsible for the full cost of  remediation.  As a
practical  matter, however, costs are generally shared with other PRPs, based
on each PRP's relative contribution to the problem.  The purchaser of Kysor's
Transportation Products Group has, moreover, assumed all environmental
liabilities associated with that business in connection with the purchase and
sale of the Transportation Products Group, which include  liabilities relating
to some of the sites for which Kysor has been named as a PRP.  Based on  the
foregoing factors, the relative size of the Company's contribution to the sites
for which it has been named as a PRP, currently available information about the
cost of remediation at such sites, and the probability that other PRPs, many of
which are large, solvent public companies, will pay the costs apportioned to
them, the Company does not





                                      -6-
<PAGE>   7

believe that any liability imposed  in connection with such environmental
proceedings, either individually or in the aggregate,  will have a material
adverse effect upon the Company's financial condition or its results of
operations.

COMPETITION

The primary markets for Scotsman's products are highly competitive.  The most
significant competitive factors are price, product reliability and performance
and service, with the relative importance of such factors varying among
products.  Delfield also relies on its computer- assisted design and
manufacturing system and its design library in competing in the market for
custom and standard food preparation workstations.

Scotsman has a number of competitors in each product line that it offers.
Scotsman believes that IMI Cornelius, plc, is the leading supplier of beverage
dispensing equipment in continental Europe, one of the markets in which
Whitlenge and Hartek compete, and that Hussmann Corporation, a subsidiary of
Whitman Corporation, is the leading supplier of supermarket display cases and
related equipment in the United States, the primary market in which Kysor
competes.  Scotsman does not believe that another single competitor or group of
competitors dominates any market for any other product line in which it
competes.  Most of Scotsman's competitors are small, privately owned companies,
although a few are divisions of larger companies.

RESEARCH AND DEVELOPMENT

Scotsman conducts an extensive research and development program in its product
fields.  These programs seek to develop product improvements and achieve cost
reductions, as well as develop new products.  Scotsman's total research and
development expenditures for fiscal years 1996, 1995 and 1994 were
approximately $5.6 million, $4.8 million and $5.1 million, respectively.

RAW MATERIALS

The principal materials used in the manufacture of Scotsman's products are
refrigeration components, including compressors, condensers, motors and
controls.  Other raw materials include stainless steel, galvanized steel,
aluminum, copper, plastics, glass,  foam insulation, brass, and wood.  These
materials are readily available from several sources, and Scotsman has not
experienced difficulties with respect to their availability.

GENERAL

CUSTOMERS.  Scotsman is not dependent upon any single customer, or upon any
single group of customers, and no single customer or related group of customers
accounted for 10 percent or more of Scotsman's consolidated revenues in 1996.
Delfield, Booth, Whitlenge, Hartek and Kysor are, however, each dependent upon
a limited number of major customers.  Although the loss of one or more of such
customers could have a material adverse effect on the sales of Delfield, Booth,
Whitlenge, Hartek or Kysor, Scotsman does not believe that such a loss would
have a material adverse effect on Scotsman as a whole.  No material portion of
Scotsman's business is subject to renegotiation of profits or termination of
contracts at the election of the government.

BACKLOG OF ORDERS.  The backlog of unshipped orders at the end of fiscal years
1996 and 1995 was $24.8 million and $29.3 million, respectively.  Scotsman
expects that all of the orders in the backlog at the end of fiscal year 1996
will be shipped during 1997.





                                      -7-
<PAGE>   8

SEASONALITY.  The volume of sales for ice machines and drink dispensing
equipment sold by Scotsman is somewhat higher in the second and third quarters,
corresponding with the major selling season for refrigeration products.  Sales
of Kysor's refrigeration products are also subject to seasonal fluctuations,
with sales being somewhat stronger in the third and weaker in the first
quarter.  In addition, Delfield has experienced significant quarterly
fluctuations in the sales of foodservice equipment because of the irregularity
of large orders from major chain restaurants.

PATENTS AND TRADEMARKS.  Scotsman holds or is licensed under many United States
and foreign patents covering various design features used in its products, and
also holds a number of other patents and patent applications, licenses,
trademarks and trade names including the trademarks and trade names mentioned
herein.  Scotsman does not believe that any of the foregoing, considered
individually, is material to its business, with the exception of the Scotsman,
Delfield and Kysor trademarks.  Scotsman believes it possesses adequate
protection with respect to these trademarks.

EMPLOYEES.  As of December 31, 1996, Scotsman employed approximately 2,250
people, approximately 1,087 of whom were covered by collective bargaining
agreements with various labor unions.  As a result of the recent acquisition of
Kysor, Scotsman currently has 3,855 employees, 1,606 of whom are covered by
collective bargaining agreements.  Relationships with employees of Scotsman
have been satisfactory.


ITEM 2.  PROPERTIES

Scotsman's corporate headquarters and Scotsman Ice Systems division's
headquarters are located in a 36,000 square foot facility in Vernon Hills,
Illinois which is leased through November 1998.  Since 1993, Scotsman has had
an option to purchase this property.  Scotsman has facilities located in
Fairfax, South Carolina, consisting of a 247,000 square foot plant built in
1980 and an 80,000 square foot separate warehouse.  The Fairfax facilities are
owned by Scotsman and produce ice making machines and commercial refrigeration
equipment.  Scotsman leases for storage, on a monthly basis, a 3,000 square
foot section of a building located in Fairfax.  Scotsman also leases a 13,000
square foot distribution facility near Los Angeles under a lease which expires
in March 1998.

In June 1993, Booth began leasing 170,000 square feet of a facility located in
Dallas, Texas, under a ten-year lease which expires in June 2003.  During 1994,
the Company completed the relocation of the manufacturing operations of both
Booth and Crystal Tips to this facility.  Scotsman owns a 65,000 square foot
facility near Dallas, Texas, which housed Booth's operations prior to the
relocation and has leased this facility to a tenant under a lease which expires
in 2005.

Delfield's main headquarters are located in Mt. Pleasant, Michigan, where it
occupies a 347,000 square foot facility consisting of plant and office
facilities.  A section of the facility is subject to a lien securing industrial
revenue bonds issued by Isabella County.  Delfield also leases a 188,000 square
foot plant and office facility in Covington, Tennessee under a lease which will
expire in September 2006.  Upon expiration of the lease, Delfield will have the
option to purchase the property for a nominal sum.  The Tennessee facility was
financed by the issuance of industrial revenue bonds by the town of Covington,
Tennessee and is subject to a lien securing the bonds.  Delfield also leases
warehouses on a month-to-month basis in approximately ten states, including
Michigan and Tennessee, for the storage of finished goods inventory.

The Company operates two plants in Italy which contain 242,000 and 152,000
square feet, respectively.  The larger of these facilities is owned, and the
smaller consists of a number of buildings leased under separate leases which
expire between December 31, 1998, and December 31, 2006.





                                      -8-
<PAGE>   9


Whitlenge's main headquarters and its operations are located in a 76,000 square
foot building in Halesowen, England.  The building is leased under separate
leases which expire from March 24, 2004, through June 24, 2006.

Hartek's main headquarters and its operations are located in a 35,000 square
foot building in Radevormwald, Germany which is owned by the Company.  Hartek
also leases 19,000 square feet of warehousing space in Radevormwald, Germany
which is renewable annually until December 1998.  Hartek's Austrian
distributorship occupies 11,000 square feet in Vienna, Austria which is used
primarily for office and warehousing and is leased on an annual basis.

Kysor currently owns or leases the following offices and manufacturing
facilities:

<TABLE>
<CAPTION>
Location                            Description                                                     Interest
--------                            -----------                                                     --------
<S>                                 <C>                                                    <C>
Cadillac, Michigan                  Former executive office;                                Owned in fee simple
                                    23,000 square feet on 102-acre site
Conyers, Georgia                    Plant & office; 480,000                                Owned in fee simple
                                    square feet on 50-acre site

Conyers, Georgia                    Warehouse; 110,000 square feet                         Leased

Columbus, Georgia                   Plant & office; 295,826                                Owned in fee simple
                                    square feet on 22.7-acre site
Fort Worth, Texas                   Plant & office; 118,162                                Owned in fee simple
                                    square feet on 11-acre site

Duncan, Oklahoma (1)                Plant, warehouse & office;                             Owned in fee simple
                                    93,000 square feet on 22.1-acre site
Portland, Oregon                    Plant & office; 84,000                                 Owned in fee simple
                                    square feet on 5.7-acre site

Goodyear, Arizona                   Plant & office; 50,000                                 Leased
                                    square feet on 5.0-acre site

South Bend, Indiana                 Plant & office; 90,000                                 Owned in fee simple
                                    square feet on 4.0-acre site
Pyuallup, Washington                Plant & office; 40,000                                 Owned in fee simple
                                    square feet on 2.0- acre site

Piney Flats, Tennessee              Plant & office; 60,000 square feet                     Leased
                                    on 10.0-acre site
Des Moines, Iowa                    Plant, warehouse & office; 93,000 square feet          Leased
</TABLE>

____________________

(1)  Facility is currently leased by Kysor to a third party.





                                      -9-
<PAGE>   10


Kysor is also constructing a manufacturing facility in Columbus, Georgia, which
is expected to be completed in 1997.

Scotsman considers the condition of its plants and other properties to be
generally good and believes the capacity of its plants, as increased by the
plant under construction in Georgia, to be adequate for the current needs of
its business.  Except as described above, none of the principal properties
owned by Scotsman are subject to encumbrances material to the operations of
Scotsman.


ITEM 3.  LEGAL PROCEEDINGS

MANITOWOC PATENT LITIGATION.  On September 17, 1996, The Manitowoc Company,
Inc. ("Manitowoc") filed a lawsuit against the Company in United States
District Court for the Northern District of Illinois, entitled The Manitowoc
Company, Inc. v. Scotsman Industries. Inc.  In its Complaint, Manitowoc alleges
that the Company's CM3 ice machine, a cuber machine introduced by the Company
during the first quarter of 1996, infringed two patents owned by Manitowoc
relating to a cleaning feature on an ice machine.  On January 14, 1997,
Manitowoc filed an Amended Complaint in this case, adding a claim that the CM3
machine also infringed a third patent covering an ice machine cleaning feature
which the United States Patent and Trademark Office issued to Manitowoc on
December 24, 1996.  The time for the Company to file its Answer in this case
has been extended while the parties have engaged in settlement discussions.

The Company has advised Manitowoc that it does not believe the cleaning feature
on its CM3 machine infringes any of Manitowoc's patents.  In November 1996, the
Company nonetheless informed Manitowoc that the Company planned to make a
design change to the cleaning feature on its CM3 machine in the interests of
attempting to avoid litigation over Manitowoc's patents.  Manitowoc responded
in December 1996 by offering to dismiss the above- entitled lawsuit if the
Company implemented the design change described by the Company, agreed to
provide Manitowoc with a sample of the redesigned control board, and agreed to
communicate with a particular ice machine customer and the Company's field
service force about the operation of the CM3 machine's cleaning system.  The
Company accepted Manitowoc's settlement proposal in January 1997, subject to
certain clarifications.  On February 25, 1997, Manitowoc's counsel orally
advised counsel for the Company that the sample of the redesigned control board
which the Company had provided was acceptable to Manitowoc.  The Company has
satisfied the remaining conditions of settlement by implementing the design
change and sending the communications referenced above to the Company's
customer and field service force.  Manitowoc has requested that the parties'
settlement agreement be formally memorialized in writing before dismissing the
case.  While no assurances can be given, the Company does not believe that this
lawsuit will have a material adverse effect on the financial condition of the
Company or its results of operations.

LITIGATION RELATING TO INDIANAPOLIS ATHLETIC CLUB FIRE.  Delfield, which was
acquired by the Company on April 29, 1994, was originally named as a defendant
in two cases filed in Marion County Superior Court, Indianapolis, Indiana,
arising out of a fire at the Indianapolis Athletic Club (the "IAC") on February
5, 1992.  Those cases are Indianapolis Athletic Club, Inc. v. The Delfield
Company, et al, in which the IAC seeks to recover property damages of between
$10 to $12 million allegedly incurred in the fire, and Mutz v. The Delfield
Company, et al, brought by the estate of Thomas R. Mutz alleging damages for
the alleged wrongful death of Mr. Mutz in the fire.  The plaintiffs allege, in
their actions, that the fire was caused by a refrigerator manufactured by
Delfield.  Delfield was dismissed as a defendant in both cases, following an
investigation of its claim that the refrigerator in the IAC was manufactured,
not by Delfield, but by the Delfield Division of Alco Standard Corporation
("Alco") prior to the acquisition of the Delfield Division by DFC Holding
Corporation ("DFC") which was, in turn, acquired by Scotsman.  Such dismissals





                                      -10-
<PAGE>   11

were, however, without prejudice to the rights of the plaintiffs to reinstate
their claims against Delfield.  The plaintiffs in the IAC and the Mutz actions
continued to pursue their claims against the Delfield Division of Alco, and the
Company has continued to monitor the actions.

Alco and the Delfield Division have denied that the refrigerator caused the
fire.  The suit filed by the IAC was tried in early 1997, and on February 17,
1997, a jury verdict was returned, and judgment was entered, in favor of Alco
and the Delfield Division.  On March 17, 1997, the IAC filed notice of an
appeal of the decision with the Indiana court of appeals.

Although the case has not yet been dismissed, Alco and the other defendants in
Mutz have agreed to enter into a settlement agreement with the estate of Mr.
Mutz resolving all of the claims of the estate against such defendants.  Under
the terms of the settlement agreement, Alco and/or its insurer have agreed to
pay a total of $200,000 as Alco's share of the settlement amount.

Pursuant to the agreement by which DFC acquired the Delfield Division, Alco is
obligated to indemnify Delfield for all losses to Delfield resulting from
product liability claims relating to products manufactured by the Delfield
Division prior to its acquisition by DFC.  Alco has agreed that its indemnity
applies to the action brought by the IAC, and Delfield believes that its
insurance should cover any claims that are not covered by Alco's indemnity.
Moreover, under the terms of the agreements pursuant to which the Company
acquired Delfield and Whitlenge, the former shareholders of DFC and Whitlenge
Acquisition Limited ("WAL"), an affiliate of DFC, are also required to
indemnify the Company for up to $30 million in losses and expenses arising out
of, among other things, suits, claims or proceedings arising out of the IAC
fire.  While no assurances can be given, the Company does not believe that
either of the actions arising out of the IAC fire is likely to have a material
adverse effect upon the financial condition of the Company or its results of
operations.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the last fiscal
quarter of 1996.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, ages and positions of all executive
officers of Scotsman, the period that each has held his position with the
Company, and a brief account of each such officer's business experience during
the past five years.  Executive officers are appointed annually at a meeting of
the Board of Directors of the Company held as soon as practicable after each
annual meeting of the Company's shareholders.  Officers of the Company are
appointed to serve until the next annual election of officers and until their
respective successors are chosen.

<TABLE>
<CAPTION>
NAME AND AGE                                                              OFFICE AND EXPERIENCE
------------                                                              ---------------------
<S>                                              <C>
Richard C. Osborne, 53                           Mr. Osborne is Chairman of the Board and  has held that position since
                                                 May  1991.   He  is also  President,  Chief  Executive  Officer and  a
                                                 director  of the  Company and  has  held  those positions  since April
                                                 1989.
</TABLE>





                                      -11-
<PAGE>   12

<TABLE>
<CAPTION>
NAME AND AGE                                                              OFFICE AND EXPERIENCE
------------                                                              ---------------------
<S>                                              <C>
Emanuele Lanzani, 62                             Mr. Lanzani  is an  Executive Vice  President of  the Company  and has
                                                 held  that  position  since April  1989.    He  is  also  the Managing
                                                 Director,  Frimont and  Castel MAC.    Mr.  Lanzani has  been Managing
                                                 Director  of  Castel  MAC since  its  acquisition  by  a  wholly-owned
                                                 subsidiary  of  Household  in  October  1985  and  has  been  Managing
                                                 Director of Frimont since 1968.
Paolo Faenza, 57                                 Mr.  Faenza  is  General  Manager,  Castel  MAC,  and  has  held  that
                                                 position since 1986.

Richard M. Holden, 46                            Mr. Holden  is Vice President-Human Resources  of the  Company and has
                                                 held that position since January 1990.

Donald D. Holmes, 59                             Mr. Holmes is Vice President-Finance and  Secretary of the Company and
                                                 has held those positions since April 1989.
Christopher D. Hughes, 50                        Mr.  Hughes is  a Vice  President of  the  Company  and has  held that
                                                 position since June 1994.  He is  also President of Booth and has held
                                                 that position  since May 1994.   From 1993 to May   1994,  he was Vice
                                                 President/General  Manager   of  the  Central   and  Western   Transit
                                                 Operations  of Morrison Knudsen Corporation, a division engaged in the
                                                 business of assembling  new and overhauling  used passenger rail cars.
                                                 From  1991 to  1993, Mr.  Hughes was  Vice President  of Operations of
                                                 Scotsman Ice Systems and Scotsman's former Glenco-Star division.

Ludwig H. Klein, 54                              Mr.  Klein is  a  Vice President  of the  Company  and has  held  that
                                                 position since February 1996.  He is also Managing Director of  Hartek
                                                 and has held that  position since February 1995.  From June 1994 until
                                                 February 1995,  he worked as an  independent consultant and  provided,
                                                 during that period, consulting services to  Hartek and in the  capital
                                                 goods industry.  From July  of 1986 until June of 1994, Mr. Klein held
                                                 the  position  of  General  Manager  of  Haacon  Hebetechnik  GmbH,  a
                                                 manufacturer of industrial lifting equipment.
Gerardo Palmieri, 57                             Mr.  Palmieri is Director-Sales  and Marketing,  Frimont, and has held
                                                 that position since 1980.

Randall C. Rossi, 45                             Mr. Rossi  is a  Vice  President of  the  Company  and has  held  that
                                                 position since January  1995.  He  is also  President of Scotsman  Ice
                                                 Systems  and has held that position since January  1995.  From January
                                                 1994 to January 1995,  he was an Executive Vice President of  Scotsman
                                                 Ice  Systems.  From 1989  to January 1994, he was Vice President-Sales
                                                 and Marketing of Scotsman Ice Systems.
</TABLE>





                                      -12-
<PAGE>   13

<TABLE>
<CAPTION>
NAME AND AGE                                                              OFFICE AND EXPERIENCE
------------                                                              ---------------------
<S>                                              <C>
William J. Rotenberry, 42                        Mr. Rotenberry is Vice President -  Business Development.  He has been
                                                 employed  by  the  Company  since  January  1996  and  became  a  Vice
                                                 President of the  Company in February 1996.   From 1990 until  January
                                                 1996,  he   was  Director  of  Corporate     Development  for   Joslyn
                                                 Corporation,  a diversified manufacturer.
Michael de St. Paer, 51                          Mr. de St. Paer is a  Vice President of the Company  and has held that
                                                 position since April 1994.  He  is also Managing Director of Whitlenge
                                                 and has held that position since April  1993.  From June 1992 to April
                                                 1993  he was  Assistant Managing  Director  of  Whitlenge.   From 1991
                                                 until  June 1992, he  was the Managing Director  and a Group Technical
                                                 Director of Hartek.
</TABLE>


                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS.

The information contained in the table entitled "Common Stock" in the 1996
Annual Report and in Note 16 of the "Notes to Consolidated Financial
Statements" in the 1996 Annual Report is incorporated herein by reference.

Non-employee directors of the Company are compensated for their services in the
form of shares of the Company's common stock, value $.10 per share (the" Common
Stock").  The offer and sale of such shares has not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and is made in reliance
upon the private placement exemption under Section 4(2) of the 1933 Act.  A
total of eight persons have thus far acquired Common Stock under the plan, all
of whom have access to full financial and other information about the Company.

Under the terms of the directors' compensation plan, non-employee directors of
the Company currently  receive for their services an annual retainer fee paid
in shares of Common Stock with a total market value of approximately $16,000,
determined as of the day immediately preceding the date of the annual meeting.
Any non-employee director who serves as chairman of the Audit, Compensation,
Executive or Governance Committees of the Board of Directors receives, as
compensation for those services, additional shares of Common Stock with a total
market value of approximately $2,000, determined as of the same valuation date
used in determining the number of shares to be granted to the directors as
annual retainer fees.  All of the shares are issued from treasury stock.
Within the last three fiscal years, the Company has issued the following number
of shares on the dates indicated:


<TABLE>
<CAPTION>
              DATE OF ISSUANCE                               TOTAL NUMBER OF SHARES                  AGGREGATE MARKET VALUE
              ----------------                               ----------------------                  ----------------------
              <S>                                                     <C>                                   <C>
              May 16, 1996                                            5,965                                 $119,300
              May 18, 1995                                            6,219                                 $120,493

              June 10, 1994                                           8,038                                 $118,561
</TABLE>





                                      -13-
<PAGE>   14

ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data contained in the table entitled "Five Year Summary"
in the 1996 Annual Report is incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the 1996 Annual Report are incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of Arthur Andersen LLP, independent public accountants, and the
consolidated financial statements together with the notes thereto (as set forth
in the List of Financial Statements in Part IV, Item 14 (a)(1), below) in the
1996 Annual Report are incorporated herein by reference.  The selected
financial data contained in the table entitled "Selected Quarterly Financial
Data" in the 1996 Annual Report are also incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There were no changes in accountants or disagreements with accountants on
accounting and financial disclosures during 1996.


                                    PART III

ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information contained in "Information Regarding Nominees and Directors" and
"Compliance with Section 16(a) of the Exchange Act" in the 1997 Proxy Statement
is incorporated herein by reference. See also "Executive Officers of the
Registrant," Part I, above.


ITEM 11.         EXECUTIVE COMPENSATION

The information contained in the sections entitled "Executive Compensation,"
"Options and Stock Appreciation Rights," "Pension Plan," "Executive
Compensation and Severance Agreements, Including Change of Control Provisions,"
and "Directors' Fees and Compensation" in the 1997 Proxy Statement is
incorporated herein by reference.


ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The information contained in the sections entitled "Security Ownership of
Management" and "Security Ownership of Certain Beneficial Owners" in the 1997
Proxy Statement is incorporated herein by reference.





                                      -14-
<PAGE>   15



ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information contained in the sections entitled "Executive Compensation,"
"Executive Compensation and Severance Agreements, Including Change of Control
Provisions" and "Other Agreements" in the 1997 Proxy Statement is incorporated
herein by reference.


                                    PART IV

ITEM 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM
8-K

(A)(1)   LIST OF FINANCIAL STATEMENTS

The following financial statements, together with the report thereon of Arthur
Andersen LLP dated February 4, 1997, appearing in the Company's 1996 Annual
Report, are incorporated herein by reference.

Scotsman Industries, Inc. and Subsidiaries:

         Report of Independent Public Accountants

         Consolidated Statement of Income for each of the three years ended
         December 29, 1996, December 31, 1995, and January 1, 1995.

         Consolidated Balance Sheet as of December 29, 1996, and December 31,
         1995.

         Consolidated Statement of Cash Flows for each of the three years ended
         December 29, 1996, December 31, 1995, and January 1, 1995.

         Consolidated Statement of Shareholders' Equity for each of the three
         years ended December 29, 1996, December 31, 1995, and January 1, 1995.

         Notes to Consolidated Financial Statements.

         Five Year Summary.

         Selected Quarterly Financial Data (Unaudited).

(A)(2)   LIST OF FINANCIAL STATEMENT SCHEDULE

         Report of Independent Public Accountants.

         II - Valuation and Qualifying Accounts





                                      -15-
<PAGE>   16

         (A)(3)  LIST OF EXHIBITS

The following exhibits are filed as part of this report. Each management
contract or compensatory plan or arrangement required to be filed as an exhibit
to this report has been marked with an asterisk. Unless otherwise indicated,
all documents incorporated by reference to prior filings have been filed under
Commission File No. 1-10182.


Exhibit 2.1   -   Agreement and Plan of Merger, dated as of February 2, 1997,
                  among the Company, K Acquisition Corp., and Kysor
                  Industrial Corporation (incorporated herein by reference from
                  Exhibit (c)(1) to the Company's Tender Offer Statement on
                  Schedule 14D-1, filed with the Commission on February 7,
                  1997), as amended by the First Amendment to Agreement and Plan
                  of Merger, dated as of March 7, 1997 (incorporated herein by
                  reference to the Company's 8-K, dated March 8, 1997).

Exhibit 2.2   -   Agreement for the Sale, Purchase and Assignment of the
                  Entire Share Capital of Hartek Beverage Handling GmbH
                  and Hartek Awagem Vertriebsges, m.b.H., dated December 31,
                  1995, among Hartek Beverage Handling B.V., Hartwall Bolagen
                  AB, Scotsman Group Inc. and Scotsman Industries, Inc.
                  (incorporated herein by reference to the Company's 10-K for
                  the fiscal year ended December 31, 1995).

Exhibit 2.3   -   Agreement and Plan of Merger, dated as of January 11, 1994,
                  among Scotsman Industries, Inc., Scotsman Acquisition
                  Corporation, DFC Holding Corporation, The Delfield Company,
                  Onex Corporation, Onex DHC LLC, Pacific Mutual Life Insurance
                  Co., PM Group Life Insurance Co., EJJM, Matthew O. Diggs, Jr.,
                  Timothy C. Collins, W. Joseph Manifold, Charles R. McCollom,
                  Anita J. Moffatt Trust, Anita J. Moffatt, Remo Panella, Teddy
                  F. Reed, Robert L. Schafer, Graham E. Tillotson, John A.
                  Tilmann Trust, John A. Tilmann, Kevin E. McCrone, Michael P.
                  McCrone, Ronald A. Anderson and Continental Bank N.A.
                  (incorporated herein by reference to the Company's 8-K, dated
                  January 13, 1994), as amended by the First Amendment thereto,
                  dated as of March 17, 1994 (incorporated herein by reference
                  to the Company's 10-K for the fiscal year ended January 2,
                  1994).

Exhibit 2.4   -   Share Acquisition Agreement, dated as of January 11, 1994,
                  among Scotsman Industries, Inc., Whitlenge Acquisition
                  Limited, Whitlenge Drink Equipment Limited, Timothy C.
                  Collins, Graham F. Cook, Christopher R.L. Wheeler, Michael de
                  St. Paer and John Rushton (incorporated herein by reference to
                  the Company's 8-K, dated January 13, 1994), as amended by the
                  First Amendment thereto, dated as of March 17, 1994
                  (incorporated herein by reference to the Company's 10-K for
                  the fiscal year ended January 2, 1994).

Exhibit 3.1   -   Restated Certificate of Incorporation of the Company
                  (incorporated herein by reference to the Company's 10-K
                  for the fiscal year ended December 31, 1989).

Exhibit 3.2   -   By-Laws of the Company, as amended (incorporated herein by
                  reference to the Company's 8-K, dated June 21, 1991).



                                      -16-
<PAGE>   17


Exhibit 4     -   Rights Agreement dated as of April 14, 1989 between Scotsman
                  Industries, Inc. and Harris Trust & Savings Bank
                  (incorporated herein by reference to the Company's 8-K, dated
                  April 25, 1989), as amended by Amendment No. 1 thereto, dated
                  as of January 11, 1994 (incorporated herein by reference to
                  Scotsman Industries, Inc. Amendment No. 4 to General Form for
                  Registration of Securities on Form 10/A, as filed with the
                  Commission on January 27, 1994).

Exhibit 10.1  -   Reorganization and Distribution Agreement dated as of
                  March 15, 1989 by and among Household International,
                  Inc., Eljer Industries, Inc., Schwitzer, Inc. and Scotsman
                  Industries, Inc. (incorporated herein by reference to the
                  Company's 8-K, dated April 25, 1989).

Exhibit 10.2  -   Tax Sharing Agreement dated as of March 15, 1989 among
                  Household International, Inc., Eljer Industries, Inc.,
                  Schwitzer, Inc. and Scotsman Industries, Inc. (incorporated
                  herein by reference to the Company's 8-K, dated April 25,
                  1989).

Exhibit 10.3  -   Benefits and Labor Agreement dated as of March 15, 1989
                  among Household International, Inc., Eljer Industries,
                  Inc., Schwitzer, Inc. and Scotsman Industries, Inc.
                  (incorporated herein by reference to the Company's 10-K for
                  the fiscal year ended December 31, 1989).

Exhibit 10.4  -   Credit Agreement dated March 12, 1997  among Scotsman Group
                  Inc. and the other parties named therein, as Borrowers,
                  the Lenders named therein, and The First National Bank of
                  Chicago, as Agent.

Exhibit 10.5  -   Promissory Note in the principal amount of $15,000,000,
                  made as of March 12, 1997 by Scotsman Group Inc. to
                  Comerica Bank, together with the related Reaffirmation of
                  Guaranty and Consent, dated March 12, 1996, by Scotsman
                  Industries, Inc. in favor of Comerica Bank, Guaranty
                  Agreement, dated June 30, 1996, by Scotsman Industries, Inc.
                  in favor of Comerica Bank (incorporated herein to the
                  Company's 10-Q, dated June 30, 1996) and Guaranty by Booth,
                  Inc., DFC Holding Corporation, The Delfield Company and Kysor
                  Industrial Corporation, dated March 12, 1997, in favor of
                  Comerica Bank.

Exhibit 10.6  -   Reimbursement Agreement, dated March 1, 1988, among
                  Household Manufacturing, Inc., King-Seeley Thermos Co.
                  and the National Westminster Bank PLC, as amended by the
                  Amendments dated as of April 14, 1989, December 12, 1989, June
                  26, 1992, November 20, 1992, March 17, 1993, among Scotsman
                  Group Inc., Scotsman Industries, Inc. and The Bank of Nova
                  Scotia (incorporated herein by reference to the Company's 10-K
                  for the fiscal year ended January 3, 1993), the Amendment
                  dated April 29, 1994 (incorporated herein by reference to the
                  Company's 10-Q for the quarter ended April 3, 1994), and
                  Amendment No. 7 thereto, dated March 12, 1997, among Scotsman
                  Group Inc., Scotsman Industries, Inc., The Bank of Nova Scotia
                  and The First National Bank of Chicago.


Exhibit 10.7  -   ISDA Master Agreement, dated as of March 3, 1994, including
                  the Schedule and Amended Confirmation (2) thereto,
                  between The First National Bank of Chicago and Scotsman Group
                  Inc. (incorporated herein by reference to the Company's 10-K
                  for the fiscal year ended January 1, 1995).



                                     -17-

<PAGE>   18

Exhibit 10.8*   -  Long-Term Executive Incentive Compensation Plan of Scotsman
                   Industries, Inc., as amended February 13, 1997.

Exhibit 10.9*   -  Scotsman Industries, Inc., Executive Incentive Compensation
                   Program, Plans B-1 (incorporated herein by reference to
                   the Company's 10-K for the fiscal year ended December 31,
                   1995) and AA, A-1 and A-2.

Exhibit 10.10*  -  Scotsman Group Inc. Supplemental Tax Reduction Investment
                   Plan, dated as of April 14, 1989 (incorporated herein by
                   reference to the Company's 10-K for the fiscal year ended
                   December 30, 1990).

Exhibit 10.11*  -  Non-Employee Directors Stock Option Plan, effective as of
                   August 11, 1994 (incorporated herein by reference to the
                   Company's Registration Statement on Form S-8, No. 33-59397).

Exhibit 10.12*  -  Employment Agreement dated September 16, 1991 between
                   Scotsman Group Inc. and Richard C. Osborne (incorporated
                   herein by reference to the Company's 10-Q for the quarter
                   ended September 29, 1991).

Exhibit 10.13*  -  Employment Agreement dated September 16, 1991 between
                   Scotsman Group Inc. and Emanuele Lanzani (incorporated
                   herein by reference to the Company's 10-K for the fiscal year
                   ended December 29, 1991).

Exhibit 10.14*  -  Employment Agreement dated September 16, 1991 between
                   Scotsman Group Inc. and Donald D. Holmes (incorporated
                   herein by reference to the Company's 10-Q for the quarter
                   ended September 29, 1991).

Exhibit 10.15*  -  Employment Agreement dated October 17, 1996 between
                   Scotsman Group Inc. and Michael de St. Paer.

Exhibit 10.16*  -  Service Agreement dated February 1, 1995, as amended by the
                   Service Agreement Addendum, dated January 31, 1997,
                   between Hartek Beverage Handling GmbH and Ludwig H. Klein.

Exhibit 10.17*  -  Executive Severance Agreement dated as of September 16,
                   1991 between Richard C. Osborne and Scotsman Group Inc.
                   (incorporated herein by reference to the Company's 10-Q for
                   the quarter ended September 29, 1991), as amended by
                   Amendment No. 1 thereto, dated as of January 11, 1994
                   (incorporated herein by reference to the Company's 10-K for
                   the fiscal year ended January 2, 1994).

Exhibit 10.18*  -  Executive Severance Agreement dated as of September 16,
                   1991 between Emanuele Lanzani and Frimont S.p.A.
                   (incorporated herein by reference to the Company's 10-K for
                   the fiscal year ended December 29, 1991), as amended by
                   Amendment No.


                                     -18-
<PAGE>   19

                   1 thereto, dated as of January 11, 1994 (incorporated
                   herein by reference to the Company's 10-K for the fiscal year
                   ended January 2, 1994).

Exhibit 10.19*  -  Executive Severance Agreement dated as of September 16,
                   1991 between Donald D. Holmes and Scotsman Group Inc.
                   (incorporated herein by reference to the Company's 10-Q for
                   the quarter ended September 29, 1991), as amended by
                   Amendment No. 1 thereto, dated as of January 11, 1994,
                   between Donald D. Holmes and Scotsman Group Inc.
                   (incorporated herein by reference to the Company's 10-K for
                   the fiscal year ended January 2, 1994).

Exhibit 10.20*  -  Retirement Program for Emanuele Lanzani of Frimont, S.p.A.,
                   Subsidiary of King-Seeley Thermos Co. dated July 25,
                   1984 (incorporated herein by reference to the Company's 10-K
                   for the fiscal year ended December 31, 1989).

Exhibit 10.21   -  Agreement dated March 27, 1981 by and between Emanuele
                   Lanzani and King-Seeley Thermos Co. and Frimont, S.p.A.
                   (incorporated herein by reference to the Company's 10-K for
                   the fiscal year ended December 31, 1989), as amended by the
                   Amendment dated March 20, 1990 (incorporated herein by
                   reference to the Company's 10-Q for the quarter ended
                   September 30, 1990).

Exhibit 10.22   -  Industrial Building Lease Agreement dated September 21,
                   1988 by and between American National Bank and Trust
                   Company of Chicago, as Trustee under Trust Agreement No.
                   64661 dated June 17, 1985, and Household Manufacturing, Inc.
                   (incorporated herein by reference to the Company's 10-K for
                   the fiscal year ended December 31, 1989).

Exhibit 10.23   -  Lease Agreement, dated as of April 16, 1993, by and between
                   the Western and Southern Life Insurance Company and
                   Booth, Inc. together with the related Guaranty by Scotsman
                   Group Inc. dated as of April 8, 1993 (incorporated herein by
                   reference to the Company's 10-Q for the quarter ended October
                   2, 1993), as amended by First Amendment to the Lease
                   Agreement, dated October 27, 1993, (incorporated herein by
                   reference to the Company's 10-K for the fiscal year ended
                   January 1, 1995) and Second Amendment to the Lease Agreement,
                   dated December 3, 1993,  (incorporated herein by reference to
                   the Company's 10-K for the fiscal year ended January 1,
                   1995).

Exhibit 13      -  Those portions of Scotsman's 1996 Annual Report to
                   Shareholders which are incorporated herein by reference
                   under Part I, Item 1, "Financial Information about Foreign
                   and Domestic Operations," and Part II, Items 5, 6, 7, and 8
                   of the Form 10-K, consisting of "Management's Discussion and
                   Analysis of Financial Condition and Results of Operations,"
                   the report of Arthur Andersen LLP and the consolidated
                   financial statements, together with the notes thereto (as set
                   forth in the list of financial statements under Item
                   14(a)(1)), "Five Year Summary," "Selected Quarterly Financial
                   Data" and "Common Stock."

Exhibit 21      -  List of Subsidiaries.



                                     -19-

<PAGE>   20

Exhibit 23   -     Consent of Arthur Andersen LLP.

Exhibit 27   -     Article 5 Financial Data Schedule for the Fiscal
                   Year Ended December 29, 1996.

Exhibit 99   -     Cautionary Statements.

Copies of the exhibits referred to above will be furnished to shareholders upon
written request at a cost of fifteen cents per page. Requests should be made to
Scotsman Industries, Inc. 775 Corporate Woods Parkway, Vernon Hills, Illinois
60061, Attention:  Donald D. Holmes, Secretary.

(B)      REPORTS ON FORM 8-K

The Registrant filed no reports on Form 8-K during the quarterly period ended
December 29, 1996.

(C)      EXHIBITS

The exhibits required under this Item 14(c) are filed as a separate section of
this report.

(D)      FINANCIAL STATEMENT SCHEDULES

See pages 22 and 23 of this report.




                                     -20-
<PAGE>   21

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  March 27, 1997                 SCOTSMAN INDUSTRIES, INC.


                                       BY: /s/ R. C. Osborne
                                           -------------------------------------
                                           R.C. Osborne, Chairman of the Board,
                                           President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Scotsman and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

                  Signature                                        Title                      Date
                  ---------                                        -----                      ----
<S>                                <C>                                                <C>
/s/ R. C. Osborne                  ,    Chairman of the Board, President,                March 27, 1997
----------------------------------
(R.C. Osborne)                          Chief Executive Officer & Director
                                        (Principal Executive Officer) Director

/s/ D. C. Clark                    ,    Director                                         March 27, 1997
----------------------------------
(D.C. Clark)


/s/ T. C. Collins                  ,    Director                                         March 27, 1997
----------------------------------
(T.C. Collins)


/s/ F. W. Considine                ,    Director                                         March 27, 1997
----------------------------------
(F.W. Considine)


/s/ M. O. Diggs, Jr.               ,    Director                                         March 27, 1997
----------------------------------
(M.O. Diggs, Jr.)


/s/ G. D. Kennedy                  ,    Director                                         March 27, 1997
----------------------------------
(G.D. Kennedy)


/s/ R. G. Rettig                   ,    Director                                         March 27, 1997
----------------------------------
(R.G. Rettig)


/s/ D. D. Holmes                   ,    Vice President-Finance and                       March 27, 1997
----------------------------------      Secretary (Principal Financial &
(D.D. Holmes)                           Accounting Officer)


</TABLE>


                                     -21-

<PAGE>   22

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE



To the Shareholders of Scotsman Industries, Inc.:

We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in Scotsman Industries, Inc.'s 1996
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 4, 1997. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in Item 14(a)(2) Financial Statement Schedule is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.





                                                             ARTHUR ANDERSEN LLP

Chicago, Illinois
February 4, 1997


                                     -22-


<PAGE>   23

                           SCOTSMAN INDUSTRIES, INC.

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)



<TABLE>
<CAPTION>
                                                                 Additions
                                                                 ---------

                                                         Charged          Charged
                                       Balance at           to              to                             Balance
                                        Beginning         Costs/           Other                            at End
                                        of Period        Expenses      Accounts (A)      Deductions       of Period
                                        ---------        --------      ------------      ----------       ---------
<S>                                        <C>               <C>             <C>             <C>              <C>
1994-
Accounts Receivable
  Reserves                                 $1,548            $ 430           $ 716           $ (398)          $2,296
                                            =====             ====            ====            =====            =====

1995-
Accounts Receivable
  Reserves                                 $2,296            $ 645           $ 572           $ (553)          $2,960
                                            =====             ====            ====            =====            =====

1996-
Accounts Receivable
  Reserves                                 $2,960            $ 435           $(128)          $ (489)          $2,778
                                            =====             ====            ====            =====            =====
</TABLE>




_________________________

(A)      Includes the translation impact and also includes increases due to
         inclusion of the accounts receivable reserves of the acquired
         businesses as of the date of their acquisition by the Company.



                                     -23-

<PAGE>   24

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit                                                                                           Page Number
 Number                                       Description(1)                                      of Exhibit
 ------                                       -----------                                         ----------
  <S>         <C>
  2.1         Agreement  and  Plan of  Merger,  dated as  of  February 2,  1997,  among the
              Company, K Acquisition Corp., and  Kysor Industrial Corporation (incorporated
              herein  by  reference  from Exhibit  (c)(1)  to  the  Company's Tender  Offer
              Statement on Schedule 14D-1,  filed with the Commission on February 7, 1997),
              as  amended by the First Amendment to Agreement  and Plan of Merger, dated as
              of March  7, 1997  (incorporated herein  by reference  to the  Company's 8-K,
              dated March 8, 1997).

  2.2         Agreement for the  Sale, Purchase and Assignment of  the Entire Share Capital
              of Hartek  Beverage  Handling GmbH  and Hartek  Awagem Vertriebsges,  m.b.H.,
              dated  December 31,  1995,  among  Hartek  Beverage Handling  B.V.,  Hartwall
              Bolagen AB, Scotsman Group Inc.  and Scotsman Industries, Inc.  (incorporated
              herein by reference  to the Company's 10-K for the fiscal year ended December
              31, 1995).

  2.3         Agreement and Plan  of Merger, dated as  of January 11, 1994,  among Scotsman
              Industries, Inc., Scotsman Acquisition Corporation, DFC Holding  Corporation,
              The Delfield Company,  Onex Corporation,  Onex DHC LLC,  Pacific Mutual  Life
              Insurance Co.,  PM Group  Life Insurance  Co., EJJM,  Matthew O. Diggs,  Jr.,
              Timothy  C.  Collins,  W. Joseph  Manifold,  Charles  R.  McCollom, Anita  J.
              Moffatt Trust,  Anita J.  Moffatt,  Remo Panella,  Teddy F.  Reed, Robert  L.
              Schafer, Graham E. Tillotson,  John A. Tilmann Trust, John  A. Tilmann, Kevin
              E. McCrone, Michael  P. McCrone, Ronald A. Anderson and Continental Bank N.A.
              (incorporated herein by  reference to  the Company's 8-K,  dated January  13,
              1994), as amended by the First Amendment thereto, dated as  of March 17, 1994
              (incorporated  herein by reference to the  Company's 10-K for the fiscal year
              ended January 2, 1994).

  2.4         Share Acquisition Agreement,  dated as  of January 11,  1994, among  Scotsman
              Industries, Inc.,  Whitlenge Acquisition Limited,  Whitlenge Drink  Equipment
              Limited,  Timothy  C.  Collins, Graham  F.  Cook,  Christopher R.L.  Wheeler,
              Michael de  St.  Paer  and John  Rushton  (incorporated herein  by  reference
              herein to  the Company's  8-K, dated  January 13,  1994), as  amended by  the
              First Amendment thereto,  dated as of March 17,  1994 (incorporated herein by
              reference to the Company's 10-K for the fiscal year ended January 2, 1994).

  3.1         Restated  Certificate of Incorporation of the Company (incorporated herein by
              reference  to the  Company's  10-K for  the fiscal  year  ended December  31,
              1989).
</TABLE>



                                     -24-

<PAGE>   25

<TABLE>
<CAPTION>
Exhibit                                                                                           Page Number
 Number                                       Description(1)                                      of Exhibit
 ------                                       -----------                                         ----------
  <S>         <C>
  3.2         By-Laws of the Company,  as amended (incorporated herein by  reference to the
              Company's 8-K, dated June 21, 1991).

   4          Rights Agreement  dated as  of April  14, 1989  between Scotsman  Industries,
              Inc. and  Harris Trust &  Savings Bank (incorporated  herein by  reference to
              the Company's  8-K, dated  April 25,  1989), as  amended by  Amendment No.  1
              thereto, dated as  of January 11,  1994 (incorporated herein by  reference to
              Scotsman Industries,  Inc. Amendment No.  4 to General  Form for Registration
              of Securities  on Form  10/A, as  filed with  the Commission  on January  27,
              1994).

  10.1        Reorganization and Distribution  Agreement dated as of March 15,  1989 by and
              among Household International, Inc., Eljer  Industries, Inc., Schwitzer, Inc.
              and Scotsman  Industries,  Inc.  (incorporated  herein by  reference  to  the
              Company's 8-K, dated April 25, 1989).

  10.2        Tax  Sharing   Agreement  dated  as   of  March  15,   1989  among  Household
              International, Inc.,  Eljer Industries,  Inc., Schwitzer,  Inc. and  Scotsman
              Industries,  Inc. (incorporated  herein by  reference  to the  Company's 8-K,
              dated April 25, 1989).

  10.3        Benefits  and Labor  Agreement  dated as  of March  15, 1989  among Household
              International, Inc.,  Eljer Industries,  Inc., Schwitzer,  Inc. and  Scotsman
              Industries, Inc.  (incorporated herein by reference to the Company's 10-K for
              the fiscal year ended December 31, 1989).

  10.4        Credit  Agreement dated  March 12,  1997 among  Scotsman Group  Inc. and  the
              other parties named  therein, as  Borrowers, the Lenders  named therein,  and
              The First National Bank of Chicago, as Agent.

  10.5        Promissory Note in  the principal amount of $15,000,000, made as of March 12,
              1997 by  Scotsman Group  Inc. to  Comerica  Bank, together  with the  related
              Reaffirmation of  Guaranty and  Consent, dated  March 12,  1996, by  Scotsman
              Industries, Inc.  in favor of  Comerica Bank, Guaranty  Agreement, dated June
              30,  1996,   by  Scotsman  Industries,   Inc.  in  favor   of  Comerica  Bank
              (incorporated herein  to  the  Company's  10-Q,  dated  June  30,  1996)  and
              Guaranty by  Booth, Inc., DFC  Holding Corporation, The  Delfield Company and
              Kysor Industrial  Corporation, dated  March 12,  1997, in  favor of  Comerica
              Bank.
</TABLE>


                                     -25-


<PAGE>   26

<TABLE>
<CAPTION>
Exhibit                                                                                           Page Number
 Number                                       Description(1)                                      of Exhibit
 ------                                       -----------                                         ----------
 <S>          <C>
  10.6        Reimbursement Agreement, dated March 1,  1988, among Household Manufacturing,
              Inc.,  King-Seeley  Thermos Co.  and the  National  Westminster Bank  PLC, as
              amended by  the Amendments  dated as of  April 14,  1989, December  12, 1989,
              June 26, 1992,  November 20, 1992, March 17, 1993, among Scotsman Group Inc.,
              Scotsman Industries,  Inc. and The  Bank of Nova  Scotia (incorporated herein
              by reference  to the  Company's 10-K  for the  fiscal year  ended January  3,
              1993), the Amendment dated  April 29, 1994 (incorporated herein  by reference
              to the Company's 10-Q  for the quarter ended  April 3, 1994) ,  and Amendment
              No. 7  thereto, dated  March 12,  1997, among  Scotsman Group Inc.,  Scotsman
              Industries, Inc., The  Bank of  Nova Scotia  and The First  National Bank  of
              Chicago.

  10.7        ISDA Master Agreement, dated as of March  3, 1994, including the Schedule and
              Amended Confirmation  (2) thereto, between The First National Bank of Chicago
              and Scotsman  Group Inc. (incorporated  herein by reference  to the Company's
              10-K for the fiscal year ended January 1, 1995).

  10.8        Long-Term  Executive Incentive  Compensation  Plan  of  Scotsman  Industries,
              Inc., as amended February 13, 1997.

  10.9        Scotsman Industries,  Inc., Executive  Incentive Compensation  Program, Plans
              B-1  (incorporated herein by reference  to the Company's  10-K for the fiscal
              year ended December 31, 1995) and AA, A-1 and A-2.

 10.10        Scotsman Group Inc. Supplemental  Tax Reduction Investment Plan, dated  as of
              April 14,  1989 (incorporated herein by  reference to the Company's  10-K for
              the fiscal year ended December 30, 1990).

 10.11        Non-Employee Directors Stock  Option Plan,  effective as of  August 11,  1994
              (incorporated herein by reference to the Company's  Registration Statement on
              Form S-8, No. 33-59397).

 10.12        Employment Agreement  dated September  16, 1991  between Scotsman Group  Inc.
              and Richard C.  Osborne (incorporated  herein by reference  to the  Company's
              10-Q for the quarter ended September 29, 1991).

 10.13        Employment Agreement  dated September  16, 1991  between Scotsman Group  Inc.
              and Emanuele  Lanzani (incorporated herein by reference to the Company's 10-K
              for the fiscal year ended December 29, 1991).

 10.14        Employment Agreement  dated September  16, 1991  between Scotsman Group  Inc.
              and Donald D. Holmes  (incorporated herein by reference to the Company's 10-Q
              for the quarter ended September 29, 1991).
 10.15        Employment Agreement dated October  17, 1996 between Scotsman Group  Inc. and
              Michael de St. Paer.
</TABLE>

                                     -26-



<PAGE>   27

<TABLE>
<CAPTION>
Exhibit                                                                                           Page Number
 Number                                       Description(1)                                      of Exhibit
 ------                                       -----------                                         ----------
 <S>          <C>
 10.16        Service  Agreement  dated  February  1,  1995,  as  amended  by  the  Service
              Agreement Addendum, dated January 31, 1997, between Hartek Beverage  Handling
              GmbH and Ludwig H. Klein.

 10.17        Executive Severance  Agreement dated as of September 16, 1991 between Richard
              C. Osborne and Scotsman Group  Inc. (incorporated herein by reference to  the
              Company's 10-Q  for the  quarter  ended September  29, 1991),  as amended  by
              Amendment  No. 1 thereto, dated  as of January  11, 1994 (incorporated herein
              by reference  to the  Company's 10-K  for the  fiscal year  ended January  2,
              1994).

 10.18        Executive  Severance  Agreement  dated  as  of  September  16,  1991  between
              Emanuele Lanzani  and Frimont S.p.A. (incorporated herein by reference to the
              Company's 10-K for  the fiscal year ended  December 29, 1991), as  amended by
              Amendment  No. 1 thereto, dated  as of January  11, 1994 (incorporated herein
              by reference  to the  Company's 10-K  for the  fiscal year  ended January  2,
              1994).

 10.19        Executive Severance Agreement dated  as of September 16, 1991  between Donald
              D.  Holmes and Scotsman  Group Inc. (incorporated herein  by reference to the
              Company's 10-Q  for the  quarter  ended September  29, 1991),  as amended  by
              Amendment No. 1  thereto, dated  as of  January 11, 1994,  between Donald  D.
              Holmes and  Scotsman  Group  Inc (incorporated  herein  by reference  to  the
              Company's 10-K for the fiscal year ended January 2, 1994).

 10.20        Retirement Program  for Emanuele  Lanzani of  Frimont, S.p.A.,  Subsidiary of
              King-Seeley Thermos  Co.  dated  July  25,    1984  (incorporated  herein  by
              reference  to  the Company's  10-K  for the  fiscal  year ended  December 31,
              1989).

 10.21        Agreement dated  March 27,  1981 by and  between Emanuele  Lanzani and  King-
              Seeley Thermos Co. and  Frimont, S.p.A. (incorporated herein by  reference to
              the Company's 10-K for the fiscal  year ended December 31, 1989), as  amended
              by  the Amendment dated  March 20, 1990 (incorporated  herein by reference to
              the Company's 10-Q for the quarter ended September 30, 1990).

 10.22        Industrial Building Lease Agreement  dated September 21, 1988 by  and between
              American National Bank and Trust  Company of Chicago, as Trustee  under Trust
              Agreement No.  64661 dated June  17, 1985, and  Household Manufacturing, Inc.
              (incorporated herein by  reference to the Company's 10-K for  the fiscal year
              ended December 31, 1989).

</TABLE>



                                     -27-
<PAGE>   28

<TABLE>
<CAPTION>
Exhibit                                                                                           Page Number
 Number                                       Description(1)                                      of Exhibit
 ------                                       -----------                                         ----------
 <S>          <C>
 10.23        Lease Agreement, dated as of April 16,  1993, by and between the Western  and
              Southern Life Insurance  Company and  Booth, Inc. together  with the  related
              Guaranty  by Scotsman  Group Inc.  dated as  of April  8, 1993  (incorporated
              herein by reference  to the Company's 10-Q  for the quarter ended  October 2,
              1993), as  amended by First  Amendment to the Lease  Agreement, dated October
              27, 1993,  (incorporated herein  by reference to  the Company's 10-K  for the
              fiscal  year  ended  January 1,  1995)  and  Second  Amendment  to the  Lease
              Agreement, dated December 3,  1993, (incorporated herein by reference  to the
              Company's 10-K for the fiscal year ended January 1, 1995).

   13         Those portions of  Scotsman's 1996  Annual Report to  Shareholders which  are
              incorporated  herein  by   reference  under  Part   I,  Item  1,   "Financial
              Information about Foreign and Domestic Operations," and Part II, Items 5,  6,
              7,  and 8  of  the Form  10-K,  consisting  of "Management's  Discussion  and
              Analysis of Financial Condition  and Results of Operations,  " the report  of
              Arthur Andersen  LLP and the consolidated financial statements, together with
              the  notes thereto (as  set forth in  the list of  financial statements under
              Item 14(a)(1)), "Five Year Summary," "Selected  Quarterly Financial Data" and
              "Common Stock."

   21         List of Subsidiaries.

   23         Consent of Arthur Andersen LLP.

   27         Article 5  Financial Data  Schedule for  the Fiscal Year  Ended December  29,
              1996.

   99         Cautionary Statements.
-------------------
</TABLE>

(1)      Unless otherwise indicated, all documents incorporated herein by
         reference to prior filings have been incorporated by reference to
         filings made under Commission File No 1-10182.



                                     -28-