<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 31, 1995.
                                       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)

<TABLE>
<S>                                                                  <C>
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
</TABLE>

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 15, 1996 there were 8,964,974 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 $163.0
million.  The market value of the registrant's Series A $0.62 Cumulative
Convertible Preferred Stock, par value $1.00 per share, held by nonaffiliates is
based on the market value, as of such date, of the shares of common stock into
which such stock is convertible.

                      DOCUMENTS INCORPORATED BY REFERENCE

Registrant's 1995 Annual Report to Shareholders for the fiscal year ended
December 31, 1995 (the "1995 Annual Report"):  Parts I, II, and IV.

Registrant's definitive Proxy Statement for its 1996 Annual Meeting of
Shareholders to be held on May 16, 1996 (the "1996 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. Scotsman also entered into a
joint venture in 1995 in Shenyang, China to produce ice machines for the Chinese
market. See "--1995 Acquisitions and Strategic Alliances."

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
and markets a limited line of refrigerated cabinets, dough retarders and blast
freezers in Europe through Frimont and Castel MAC. 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. See "--1995 Acquisitions and
Strategic Alliances."

Scotsman manufactures and markets niche products through Delfield, including air
ventilating equipment, private label "point of purchase" beverage
display/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.


                                      -2-
<PAGE>   3
1995 ACQUISITIONS AND STRATEGIC ALLIANCES

In June 1995, Scotsman entered into a joint venture with Shenyang Xinle
Precision Machinery Company ("Xinle") to produce ice machines in Shenyang,
China. Xinle, an arm of the Chinese Aerospace Agency, has approximately 6,000
employees and produces electronic control systems and various other products.
The joint venture will initially produce ice machines for the Chinese market,
and in the future may produce ice machines for distribution by Scotsman in other
markets. Scotsman invested in 1995 a total of $0.7 million, primarily in tooling
and equipment, for a 40 percent ownership in the venture, with an option to
increase its ownership to 60 percent within the first three years. The joint
venture began production of ice machines in December 1995.

On December 31, 1995, the Company's subsidiary, Scotsman Group Inc. acquired the
stock of Hartek Beverage Handling GmbH and the stock of its Austrian
distributor, Hartek Awagem Vertriebsges m.b.H. located in Radevormwald, Germany
and Vienna, Austria, respectively. Hartek is a beverage dispensing equipment
manufacturer. The Hartek entities had combined 1995 annual sales of $24 million.
The method of accounting used for the combination was the purchase method. The
two Hartek entities were acquired for $4.8 million and no shares of stock were
or will be issued as a result of these acquisitions. The Company also assumed
$6.4 million of Hartek debt as a result of the acquisition. Preliminary goodwill
of $1.9 million in total has been recorded and will be finalized within 12
months of the acquisition. The amount of goodwill from these acquisitions will
be amortized for book purposes over 40 years using the straight-line method.
Under the terms of the purchase agreement, the Company is required to pay to the
seller 75 percent of any tax loss carry forwards used in reduction of taxable
profits in the next three calendar years which were available to Hartek as of
December 31, 1995, not to exceed 2.2 million deutsche marks or, as of December
31, 1995, approximately $1.5 million.

PRODUCTS AND DISTRIBUTION

Scotsman manufactures refrigeration products that are marketed primarily to the
foodservice industry (restaurants, cafeterias, convenience stores and bars) and
also to the supermarket and lodging industries and to food processors. 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. Scotsman also 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 cubes),
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.


                                      -3-
<PAGE>   4
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.

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. Presently Scotsman Ice Systems has approximately 85
distributors in the United States, and Frimont and Castel MAC combined have
approximately 50 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. In foreign markets, Scotsman manufactures and
markets commercial ice machines and related components primarily through Castel
MAC and Frimont under the Icematic trademark and the Scotsman and Simag
trademarks, respectively. Each of these subsidiaries is located in Italy and
manufactures products for sale locally 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
four export marketing firms based in the United States and Canada.

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 June of 1995, Scotsman entered into a joint venture with Xinle to produce
commercial ice machines in Shenyang, China for the Chinese market. See "--1995
Acquisitions and Strategic Alliances."

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 52 percent, 57 percent
and 83 percent of the Company's sales in fiscal years 1995, 1994 and 1993,
respectively.


                                      -4-
<PAGE>   5
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, Shellyglas and Shellymatic
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.

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 the United Kingdom through a distributor and in South America
and Asia through an export agent. Export sales are less than 10 percent of
Delfield's total sales.

In Europe, Castel MAC and Frimont manufacture and market a line of refrigerated
cabinets under the Icematic and Scotsman brand names and a line of dough
retarders and blast freezers under the Tecnomac 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 32
percent, 28 percent and 4 percent of Scotsman's sales in fiscal years 1995, 1994
and 1993, 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 ice-cooled 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


                                      -5-
<PAGE>   6
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.

Sales of drink dispensing equipment accounted for approximately 12 percent, 12
percent and 10 percent of Scotsman's sales in fiscal years 1995, 1994 and 1993,
respectively.

NICHE PRODUCTS. Scotsman also manufactures and markets a line of niche products,
primarily through Delfield, including air ventilating equipment under the Air
Tech trademark, private label "point of purchase" display and dispensing
equipment, and iced drink mixing and dispensing machines. Scotsman also
manufactures and markets water coolers, as well as coolers for bottled wine and
snacks, 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 18, "Geographic
Information," in the 1995 Annual Report.

ENVIRONMENTAL AND OTHER REGULATORY MATTERS

Scotsman'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. Scotsman 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.

Chlorofluorocarbons ("CFCs"), a compound found in the refrigerants and
insulation materials used in most refrigeration systems, including those in
Scotsman refrigeration products, are an environmental concern, and the
international supply has been restricted due to their potential impact on the
atmosphere. Under the Federal Clean Air Act Amendments of 1990 (the "Clean Air
Act Amendments"), producers of CFCs were required to phase out production of
CFCs in a series of steps culminating in the termination of all such production
by the year 2000. Pursuant to authority granted under the Clean Air Act
Amendments, on February 11, 1992, former President Bush announced an accelerated
schedule pursuant to which, with certain limited exceptions, production of CFCs
in the United States was required to cease by January 1, 1996. Approximately 125
countries which are parties to the Montreal Protocol on Substances that Deplete
the Ozone Layer agreed to such an accelerated schedule.

Scotsman pioneered the use of hydrofluorocarbon refrigerants, with zero ozone
depletion potential, in commercial ice making equipment. All products currently
being manufactured by Scotsman are in compliance with the accelerated CFC
phase-out schedule.

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


                                      -6-
<PAGE>   7
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. 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 cost reductions,
as well as new products. Scotsman's total research and development expenditures
for fiscal years 1995, 1994 and 1993 were approximately $4.8 million, $5.1
million and $3.9 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 and plastics. 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 1995.
Delfield, Booth and Whitlenge 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 or Whitlenge,
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
1995 and 1994 was $29.3 million and $23.6 million, respectively. The increase in
the backlog of unshipped orders in 1995 was due primarily to the inclusion of
approximately $0.7 million in unshipped orders of Hartek and to unusually strong
fourth quarter demand for the products of Scotsman's other European operations.
Scotsman expects that all of the orders in the backlog at the end of fiscal year
1995 will be shipped during 1996.

SEASONALITY. The volume of sales for most of the products sold by Scotsman is
somewhat higher in the second and third quarters, corresponding with the major
selling season for refrigeration products. 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.


                                      -7-
<PAGE>   8
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 is material to its
business, with the exception of the Scotsman and Delfield trademarks. Scotsman
believes it possesses adequate protection with respect to the Scotsman and
Delfield trademarks.

EMPLOYEES. Scotsman employs approximately 2,182 people, approximately 963 of
whom are covered by collective bargaining agreements with various labor unions.
Delfield is currently in the process of negotiating a new collective bargaining
agreement covering 517 of its employees to replace an existing collective
bargaining agreement which expires on April 15, 1996. Relationships with
employees of Scotsman have been satisfactory.

ITEM 2.  PROPERTIES

Scotsman's corporate headquarters are located in Scotsman Ice Systems Division's
headquarters, 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-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 205,000
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, 1996, and January 1, 2002.

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 December 24, 2002, through December 24, 2006.


                                      -8-
<PAGE>   9
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.

Scotsman considers the condition of its plants and other properties to be
generally good and believes the capacity of its plants 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

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 a number of actions brought in Marion County, Indianapolis, Indiana, arising
out of a fire at the Indianapolis Athletic Club (the "IAC") on February 5, 1992.
The actions included two cases filed in the Marion County Superior Court,
Indiana 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 an unspecified amount of damages for the
alleged wrongful death of Mr. Mutz in the fire. A number of other actions
alleging claims for wrongful death, personal injury and/or property damage were
also filed. Although the cause of the fire has not yet been determined, the
claimants alleged, in these actions, that a refrigerator manufactured by
Delfield caused the fire and asserted negligence, strict liability and breach of
warranty claims against Delfield.

Delfield has been dismissed as a defendant in the suits brought by the IAC and
the estate of Mr. Mutz. Such dismissals were, however, without prejudice to the
rights of those plaintiffs to reinstate their claims against Delfield, and the
Company continues to monitor those actions. The plaintiffs in the IAC and the
Mutz actions have continued to pursue their claims against the Delfield Division
of Alco Standard Corporation ("Alco"). The IAC and the Mutz cases have been
consolidated and have been set for trial on January 27, 1997, although the
parties anticipate that the Mutz action will be bifurcated from the IAC action
prior to trial. All of the other actions in which Delfield was originally named
as a defendant have also been dismissed or settled for nominal amounts by
Delfield's insurer, except for two cases involving claims for property damage
and/or personal injury in which the total damages alleged do not exceed, in the
aggregate, $70,000.

Delfield has denied that the refrigerator caused the fire. In addition, Delfield
believes that the refrigerator in the IAC at the time of the fire was
manufactured, not by Delfield, but by the Delfield Division of Alco prior to the
acquisition of the Delfield Division by DFC Holding Corporation ("DFC"), which
was in turn acquired by Scotsman. 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 some of the actions arising out of the fire
(including the action brought by the IAC) but not all of the actions.

Delfield believes that all of the actions arising from the IAC fire are covered
by Alco's indemnity and that Delfield's insurance should cover any claims that
are not covered by Alco's indemnity.  Moreover,


                                      -9-
<PAGE>   10
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.

The Company is unable to determine at this time the amount of Delfield's
potential liability, if any, with respect to the IAC fire. Although no
assurances can be given, based upon the Company's review of Alco's indemnity,
Delfield's insurance policies, the indemnification obligations of the former
shareholders of DFC and WAL, and the financial ability of certain former
shareholders of DFC and WAL to comply with those indemnification obligations,
the Company does not believe that the imposition of liability upon Delfield in
one or more actions arising out of the IAC fire would be 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 1995.

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, 52                             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.

Emanuele Lanzani, 61                               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, 56                                   Mr. Faenza is General Manager, Castel MAC, and has
                                                   held that position since 1986.

Richard M. Holden, 45                              Mr. Holden is Vice President-Human Resources of the
                                                   Company and has held that position since January 1990.
</TABLE>


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<PAGE>   11
<TABLE>
<CAPTION>
NAME AND AGE                                                OFFICE AND EXPERIENCE
------------                                                ---------------------
<S>                                                <C>
Donald D. Holmes, 58                               Mr. Holmes is Vice President-Finance and Secretary of
                                                   the Company and has held those positions since April
                                                   1989.

Christopher D. Hughes, 49                          Mr. Hughes is a Vice President of the Company and has
                                                   held that position since June 1994.  Mr. Hughes 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.  From 1989 to 1991, he was President of
                                                   Scotsman's former Halsey Taylor/Consumer Products Division.

Ludwig H. Klein, 53                                Mr. Klein is a Vice President of the Company and has
                                                   held that position since February 1996.  Mr. Klein 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.

Kevin E. McCrone, 47                               Mr. McCrone is a Vice President of the Company and has
                                                   held that position since April 1994.  Mr. McCrone is also
                                                   President and Chief Executive Officer of Delfield.  He
                                                   has served as its President and Chief Executive Officer
                                                   since 1984.

Gerardo Palmieri, 56                               Mr. Palmieri is Director-Sales and Marketing, Frimont,
                                                   and has held that position since 1980.
</TABLE>


                                      -11-
<PAGE>   12
<TABLE>
<CAPTION>
NAME AND AGE                                                OFFICE AND EXPERIENCE
------------                                                ---------------------
<S>                                                <C>
Randall C. Rossi, 44                               Mr. Rossi is a Vice President of the Company and has
                                                   held that position since January 1995.  Mr. Rossi 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.

William J. Rotenberry, 41                          Mr. Rotenberry is Vice President - Business
                                                   Development, 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, 50                            Mr. de St. Paer is a Vice President of the Company and
                                                   has held that position since April 1994.  Mr. de St. Paer
                                                   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 1995
Annual Report and in Note 8 of the "Notes to Consolidated Financial Statements"
in the 1995 Annual Report is incorporated herein by reference.

ITEM 6.     SELECTED FINANCIAL DATA

The selected financial data contained in the table entitled "Five Year Summary"
in the 1995 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 1995 Annual Report are incorporated herein by reference.


                                      -12-
<PAGE>   13
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
1995 Annual Report are incorporated herein by reference. The selected financial
data contained in the table entitled "Selected Quarterly Financial Data" in the
1995 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 1995.

                                    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 1996 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" 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 1996
Proxy Statement is incorporated herein by reference.

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 1996 Proxy Statement is incorporated
herein by reference.


                                      -13-
<PAGE>   14
                                    PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, 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 7, 1996, appearing in the Company's 1995 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 31, 1995, January 1, 1995, and January 2, 1994.

         Consolidated Balance Sheet as of December 31, 1995, and January 1,
         1995.

         Consolidated Statement of Cash Flows for each of the three years ended
         December 31, 1995, January 1, 1995, and January 2, 1994.

         Consolidated Statement of Shareholders' Equity for each of the three
         years ended December 31, 1995, January 1, 1995, and January 2, 1994.

         Notes to Consolidated Financial Statements.

         Five Year Summary.

         Selected Quarterly Financial Data (Unaudited).

(a)(2)   LIST OF FINANCIAL STATEMENT SCHEDULES

         Report of Independent Public Accountants on Schedules.

         II       -        Valuation and Qualifying Accounts

(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.


                                      -14-
<PAGE>   15
Exhibit 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.

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).

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       -       Reimbursement Agreement dated as of April 14, 1989 by
                           and between Household International, Inc. and
                           Scotsman Group, Inc. (incorporated herein by
                           reference to the Company's 10-K for the fiscal year
                           ended December 31, 1989).

Exhibit 10.5       -       Supplemental Reimbursement Agreement dated as of
                           August 4, 1989 among Household International, Inc.,
                           Scotsman Industries, Inc. and Scotsman Group, Inc.
                           (incorporated herein by reference to the Company's
                           10-K for the fiscal year ended December 31, 1989), as
                           amended by Amendment No. 1 thereto, dated as of
                           September 20, 1993 (incorporated herein by reference
                           to the Company's 10-Q for the quarter ended October
                           3, 1993).


                                      -15-
<PAGE>   16
Exhibit 10.6       -       Credit Agreement 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, dated as of April 29, 1994
                           (incorporated herein by reference to the Company's
                           10-Q for the quarter ended April 3, 1994), as amended
                           by Amendment No. 1 thereto, dated March 31, 1995
                           (incorporated herein by reference to the Company's
                           10-Q for the quarter ended April 2, 1995).

Exhibit 10.7       -       Amended and Restated Note Purchase Agreement dated as
                           of April 29, 1994, as separately entered into among
                           Scotsman Group Inc., Scotsman Industries, Inc., and
                           each of the following:  Connecticut General Life
                           Insurance Company, individually and for the account
                           of one or more separate accounts, Cigna Property and
                           Casualty Insurance Company, INA Life Insurance
                           Company of New York, Life Insurance Company of North
                           America, Ohio National Life Assurance Corporation and
                           Southern Farm Bureau Life Insurance Company
                           (incorporated herein by reference to the Company's
                           10-Q for the quarter ended April 3, 1994).

Exhibit 10.8       -       Promissory Notes in the principal amounts of
                           $5,000,000 and $4,000,000, respectively, each made as
                           of June 30, 1995 by Scotsman Group Inc. to Comerica
                           Bank-Illinois, together with the related
                           Reaffirmation of Guaranty and Consent, dated June 30,
                           1995, by Scotsman Industries, Inc. in favor of
                           Comerica Bank-Illinois.

Exhibit 10.9       -       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) and
                           the Amendment dated April 29, 1994 (incorporated
                           herein by reference to the Company's 10-Q for the
                           quarter ended April 3, 1994).

Exhibit 10.10      -       ISDA Master Agreement, dated as of May 19, 1994,
                           including the Schedule thereto, dated as of May 19,
                           1994, and an Amended Confirmation, dated June 6,
                           1994, between Bank of America Illinois (formerly
                           known as Continental Bank) and Scotsman Group Inc.
                           (incorporated herein by reference to the Company's
                           10-Q for the quarter ended October 2, 1994).

Exhibit 10.11      -       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)

Exhibit 10.12*     -       Long-Term Executive Incentive Compensation Plan of
                           Scotsman Industries, Inc., as amended May 21, 1992
                           (incorporated herein by reference to the Company's
                           10-Q for the quarter ended June 28, 1992).


                                      -16-
<PAGE>   17
Exhibit 10.13*     -       Scotsman Industries, Inc., Executive Incentive
                           Compensation Program, Plans AA, A-1 and A-2
                           (incorporated herein by reference to the Company's
                           10-K for the fiscal year ended December 30, 1990) and
                           B-1.

Exhibit 10.14*     -       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 10.15*     -       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 10.16*     -       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 10.17*     -       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 10.18*     -       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 10.19*     -       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 10.20*     -       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).

Exhibit 10.21*     -       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).


                                      -17-
<PAGE>   18
Exhibit 10.22*     -       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 10.23      -       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 10.24      -       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 10.25      -       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).

Exhibit 10.26      -       First Amendment to the Lease Agreement, dated October
                           27, 1993, by and between the Western and Southern
                           Life Insurance Company and Booth, Inc. (incorporated
                           herein by reference to the Company's 10-K for the
                           fiscal year ended January 1, 1995).

Exhibit 10.27      -       Second Amendment to the Lease Agreement, dated
                           December 3, 1993, by and between the Western and
                           Southern Life Insurance Company and Booth, Inc.
                           (incorporated herein by reference to the Company's
                           10-K for the fiscal year ended January 1, 1995).

Exhibit 10.28      -       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).


                                      -18-
<PAGE>   19
         Exhibit 10.29      -       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 13         -       Those portions of Scotsman's 1995 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

         Exhibit 23         -       Consent of Arthur Andersen LLP

         Exhibit 27         -       Article 5 Financial Data Schedule for the
                                    Fiscal Year Ended December 31, 1995.

         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 31, 1995.

(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 21 through 22 of this report.


                                      -19-
<PAGE>   20
                                   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 28, 1996                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 28, 1996
--------------------------------------   Chief Executive Officer & Director
(R.C. Osborne)                           (Principal Executive Officer)


/s/ D.C. Clark                        ,  Director                                       March 28, 1996
--------------------------------------
(D.C. Clark)


/s/ T.C. Collins                      ,  Director                                       March 28, 1996
--------------------------------------
(T.C. Collins)


/s/ F.W. Considine                    ,  Director                                       March 28, 1996
--------------------------------------
(F.W. Considine)


/s/ M.O. Diggs, Jr.                   ,  Director                                       March 28, 1996
--------------------------------------
(M.O. Diggs, Jr.)


/s/ G.D. Kennedy                      ,  Director                                       March 28, 1996
--------------------------------------
(G.D. Kennedy)


/s/ J.J. O'Connor                     ,  Director                                       March 28, 1996
--------------------------------------
(J.J. O'Connor)


/s/ R.G. Rettig                       ,  Director                                       March 28, 1996
--------------------------------------
(R.G. Rettig)


/s/ D.D. Holmes                       ,  Vice President-Finance and                     March 28, 1996
--------------------------------------   Secretary (Principal Financial &
(D.D. Holmes)                            Accounting Officer)
</TABLE>


                                      -20-
<PAGE>   21
             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES

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 1995
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 7, 1996. Our report on the
consolidated financial statements includes an explanatory paragraph with respect
to the change in accounting for post-retirement benefits other than pensions,
post-employment expenses and income taxes effective January 4, 1993, as
discussed in Note 10 and Note 12 to the consolidated financial statements. 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 Schedules
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 7, 1996


                                      -21-
<PAGE>   22
                           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>
1993 -
Accounts Receivable
  Reserves              $1,260       $ 453       $ 103        $(268)      $1,548
                        ======       =====       =====        =====       ======

1994 -
Accounts Receivable
  Reserves              $1,548       $ 430       $ 716        $(398)      $2,296
                        ======       =====       =====        =====       ======

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


                                      -22-
<PAGE>   23
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                                   Page Number
Number                                           Description(1)                                           of Exhibit
-------                                          --------------                                           -----------
<S>            <C>                                                                                        <C>
   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.

  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).

  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          Reimbursement Agreement dated as of April 14, 1989 by and between
               Household International, Inc. and Scotsman Group, Inc. (incorporated
               herein by reference to the Company's 10-K for the fiscal year ended
               December 31, 1989).
</TABLE>


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<TABLE>
<CAPTION>
Exhibit                                                                                                   Page Number
Number                                           Description(1)                                           of Exhibit
-------                                          --------------                                           -----------
<S>            <C>                                                                                        <C>
 10.5          Supplemental Reimbursement Agreement dated as of August 4, 1989
               among Household International, Inc., Scotsman Industries, Inc. and
               Scotsman Group, Inc. (incorporated herein by reference to the
               Company's 10-K for the fiscal year ended December 31, 1989), as
               amended by Amendment No. 1 thereto, dated as of September 20,
               1993 (incorporated herein by reference to the Company's 10-Q for the
               quarter ended October 3, 1993).

 10.6          Credit Agreement 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, dated as of April 29, 1994
               (incorporated herein by reference to the Company's 10-Q for the
               quarter ended April 3, 1994), as amended by Amendment No. 1
               thereto, dated March 31, 1995 (incorporated herein by reference to the
               Company's 10-Q for the quarter ended April 2, 1995).

 10.7          Amended and Restated Note Purchase Agreement dated as of April 29,
               1994, as separately entered into among Scotsman Group Inc.,
               Scotsman Industries, Inc., and each of the following:  Connecticut
               General Life Insurance Company, individually and for the account of
               one or more separate accounts, Cigna Property and Casualty Insurance
               Company, INA Life Insurance Company of New York, Life Insurance
               Company of North America, Ohio National Life Assurance
               Corporation and Southern Farm Bureau Life Insurance Company
               (incorporated herein by reference to the Company's 10-Q for the
               quarter ended April 3, 1994).

 10.8          Promissory Notes in the principal amounts of $5,000,000 and
               $4,000,000, respectively, each made as of June 30, 1995 by Scotsman
               Group Inc. to Comerica Bank-Illinois, together with the related
               Reaffirmation of Guaranty and Consent, dated June 30, 1995, by
               Scotsman Industries, Inc. in favor of Comerica Bank-Illinois.

 10.9          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) and the Amendment dated April 29, 1994 (incorporated herein
               by reference to the Company's 10-Q for the quarter ended April 3,
               1994).
</TABLE>


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<TABLE>
<CAPTION>
Exhibit                                                                                                   Page Number
Number                                           Description(1)                                           of Exhibit
-------                                          --------------                                           -----------
<S>            <C>                                                                                        <C>
 10.10         ISDA Master Agreement, dated as of May 19, 1994, including
               the Schedule thereto, dated as of May 19, 1994, and an
               Amended Confirmation, dated June 6, 1994, between Bank of
               America Illinois (formerly known as Continental Bank) and
               Scotsman Group Inc. (incorporated herein by reference to the
               Company's 10-Q for the quarter ended October 2, 1994).

 10.11         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)                         

 10.12         Long-Term Executive Incentive Compensation Plan of Scotsman
               Industries, Inc., as amended May 21, 1992 (incorporated
               herein by reference to the Company's 10-Q for the quarter
               ended June 28, 1992).

 10.13         Scotsman Industries, Inc., Executive Incentive Compensation
               Program, Plans AA, A-1 and A-2 (incorporated herein by
               reference to the Company's 10-K for the fiscal year ended
               December 30, 1990) and B-1.

 10.14         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).

 10.15         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).

 10.16         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).

 10.17         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).

 10.18         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).

 10.19         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).
</TABLE>


                                      -25-
<PAGE>   26
<TABLE>
<CAPTION>
Exhibit                                                                                                   Page Number
Number                                           Description(1)                                           of Exhibit
-------                                          --------------                                           -----------
<S>            <C>                                                                                        <C>
 10.20         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).

 10.21         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).

 10.22         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).

 10.23         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).

 10.24         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).

 10.25         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).

 10.26         First Amendment to the Lease Agreement, dated October 27,
               1993, by and between the Western and Southern Life Insurance
               Company and Booth, Inc. (incorporated herein by reference to 
               the Company's 10-K for the fiscal year ended January 1, 1995)  

 10.27         Second Amendment to the Lease Agreement, dated December 3,
               1993, by and between the Western and Southern Life Insurance
               Company and Booth, Inc. (incorporated herein by reference to 
               the Company's 10-K for the fiscal year ended January 1, 1995)
</TABLE>


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<TABLE>
<CAPTION>
Exhibit                                                                                                   Page Number
Number                                           Description(1)                                           of Exhibit
-------                                          --------------                                           -----------
<S>            <C>                                                                                        <C>
 10.28         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).

 10.29         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).

  13           Those portions of Scotsman's 1995 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
               31, 1995.
</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.


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