SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


      (Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to _____________

                        Commission File Number: 033-78954

                             SCOTSMAN HOLDINGS, INC.
             (Exact name of Registrant as specified in its Charter)


                   Delaware                                    52-1862719
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                      Identification No.)

            8211 Town Center Drive                                21236
             Baltimore, Maryland                                (Zip Code)
   (Address of principal executive offices)


 Registrants' telephone number, including area code: (410) 931-6000 Securities
                registered pursuant to Section 12(b) of the Act:


          Title of each class         Name of each exchange on which registered
          -------------------         -----------------------------------------

                 None                                 None
          -------------------         -----------------------------------------

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


                                      None

                                (Title of class)

     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. [X]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes__ No X -

     There are no shares of the Registrant's common stock held by non-affiliates
of the Registrant.

     As of March 28, 2003,  6,194,799 shares of common stock ("Common Stock") of
the Registrant were outstanding.


<PAGE>



SAFE HARBOR STATEMENT - CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the  statements  in this  Form  10-K for  the  year ended   December 31,
2002 constitute  "forward-looking  statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended (the  "Securities  Act"),  and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
These forward-looking  statements involve known and unknown risks, uncertainties
and other  factors,  which may cause actual  results to differ  materially  from
future results expressed or implied by these forward-looking  statements.  These
factors  include,  among others,  the  following:  substantial  leverage and our
ability to service debt;  changing market trends in the mobile office  industry;
general  economic and business  conditions  including a prolonged or substantial
recession;  our ability to finance fleet and branch  expansion and to locate and
finance acquisitions;  our ability to implement our business and growth strategy
and  maintain  and  enhance  our  competitive  strengths;  our ability to obtain
financing  for  general  corporate  purposes;   intense  industry   competition;
availability of key personnel;  industry  over-capacity;  and changes in, or the
failure to comply with, government regulations.  No assurance can be given as to
future  results and neither we nor any other person assumes  responsibility  for
the accuracy and completeness of these forward-looking statements. Consequently,
you should not place undue reliance on these forward-looking  statements,  which
speak only as of the date hereof. We undertake no obligation to publicly release
the result of any revision to these forward-looking  statements that may be made
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events.



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                                     PART I
Item 1.  Business

General

     Scotsman  Holdings,  Inc.  was  incorporated  under the laws of Delaware in
November 1993 for the purpose of acquiring Williams Scotsman, Inc. ("Scotsman").
We conduct business solely as a holding company,  our only significant  asset is
the capital stock of Scotsman.  Therefore,  we are dependent upon the cash flows
of Scotsman for all of our cash needs.

     Founded in 1946,  Scotsman is the second  largest  lessor of mobile  office
units in North  America  with units leased  through a network of branch  offices
located throughout the United States and Canada. Our mobile office units provide
high quality,  cost-effective relocatable space solutions to an estimated 24,000
customers  in  450  industries  including  government, construction,  education,
healthcare and retail. Our leasing operations have generated recurring revenues,
high  levels of repeat  business  and an  average  existing  lease  duration  of
approximately 22 months. In addition to our core leasing operations, we sell new
and previously leased mobile office units and provide delivery, installation and
other ancillary products and services.

     Our mobile office fleet is generally  comprised of standardized,  versatile
products that can be configured  to meet a wide variety of customer  needs.  The
units are fitted with axles and hitches and are towed to various locations. Most
units are wood  frame  mounted on a steel  chassis,  contain  materials  used in
conventional  buildings  and are  equipped  with air  conditioning  and heating,
electrical  outlets and, where  necessary,  plumbing  facilities.  Mobile office
units are  durable and have an  estimated  useful  life of  generally  20 years.
Storage products are windowless and are typically used for secure storage space.
There are generally two types: ground-level entry storage containers and storage
trailers  with axles and wheels.  The basic  storage unit  features a roll-up or
swing door at one end. Units are made of heavy exterior  metals for security and
water  tightness.  The average age of our mobile office units is approximately 8
years while the average age of the storage units is  approximately 11 years. The
average age of the total fleet is approximately 9 years.

     From 1997 to 2002, we increased  revenues at a compound annual growth rate,
or "CAGR," of 16.0% to $495.2  million.  Over the same period,  Adjusted  EBITDA
grew at a CAGR of 13.4% to $173.1  million  and the number of lease  fleet units
doubled to 93,800  units.  We have  achieved  this growth by expanding our lease
fleet through factory purchases and acquisitions,  expanding our branch network,
increasing  ancillary high margin services and product lines and improving fleet
management.

     Based on its experience, management believes that the North American mobile
office industry (excluding manufacturing  operations) exceeds $3.0 billion. This
is primarily  driven by positive  demographic  trends,  economic  expansion,  an
increase  in  the  number  of  applications  for  modular  space  and a  greater
recognition of the product's  positive  attributes.  By outsourcing  their space
needs, our customers are able to achieve flexibility,  preserve capital for core
operations, and convert fixed costs into variable costs.

Recapitalization

     In  December  1993,  Odyssey  Partners,  L.P.,  together  with  management,
acquired all of the common stock of Scotsman Holdings,  Inc., which owns 100% of
the  outstanding  voting  securities  of  Scotsman.  Pursuant  to the  May  1997
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recapitalization,  an investor group,  which included  affiliates of The Cypress
Group L.L.C. and Keystone, Inc., acquired a significant equity stake in Scotsman
Holdings.

     Pursuant  to  a  recapitalization  agreement,  on  May  22,  1997,  we  (i)
repurchased 3,210,679 shares of our outstanding common stock for an aggregate of
approximately  $293.8  million  in  cash  and  approximately  $21.8  million  in
promissory  notes  which were repaid in January  1998 and (ii) issued  1,475,410
shares of common stock for an aggregate of approximately $135.0 million in cash.
Such amounts have not been restated for the three-for-one stock split granted in
December  1997.  In  related  transactions,  we  purchased  or repaid all of the
outstanding  indebtedness.  In  conjunction  with  the debt  extinguishment,  we
recognized an extraordinary  loss of $13.7 million.  The transactions  described
above are collectively referred to herein as the "Recapitalization".

Expansion and Acquisitions

     Since  the  1997  recapitalization, Scotsman has added several 100%  owned
subsidiaries,  including  Willscot  Equipment LLC,  Space Master  International,
Inc., or "SMI," Williams  Scotsman of Canada,  Inc., or "WSC,"  Evergreen Mobile
Company,  or "Evergreen," and Truck and Trailer Sales,  Inc., or "TNT." Willscot
was created in 1997 as part of the  recapitalization  of our company and WSC was
formed in April 1998 to begin our expansion  into the Canadian  marketplace.  We
acquired  SMI, a privately  held Georgia  corporation,  on September 1, 1998 for
total consideration of $272.7 million adding  approximately  12,800 units to our
lease  fleet.  On February  1, 1999,  we acquired  Evergreen,  a privately  held
Washington corporation with a 2,000 unit mobile office fleet, for $36.2 million.
TNT was acquired in August of 2000 for $8.6 million and added 1,000 units to our
lease fleet. SMI, Evergreen and TNT currently have no assets or operations.

     In addition,  we have completed  several asset  acquisitions  over the past
five years as a complement  to our internal  fleet growth and branch  expansion,
the most significant of which was Mckinney Mobile Modular, or "Mckinney," with a
fleet of 1,600 units. We purchased the sales and leasing  business of Mckinney a
privately   held   California   corporation   on  February  1,  2001  for  total
consideration  of $26.1 million.  On July 31, 2002 we acquired the mobile office
and  storage   product  fleet  of  Northgate   Industries   Ltd.,  an  Edmonton,
Alberta-based  Canadian  company  that was  involved  in the  leasing  of mobile
offices to industrial  markets.  The transaction  added over 500 units for a net
purchase price of $7.0 million.

Competitive Strengths

     Market Leadership.  We are one of two national  operators  competing in the
highly  fragmented  mobile  office  industry and believe our lease fleet is more
than three times  larger than that of our next  largest  competitor.  We are the
first or second  largest  provider of leased fleet units in most of our regional
markets.

     National Presence and Customer Diversity. Our national presence provides us
with the  benefits of (1)  customer  and  geographic  diversification,  (2) less
sensitivity to regional  economic  downturns,  (3) the ability to redeploy units
within our branch network to optimize utilization levels in response to regional
economic  downturns,  which  reduces  the need for new  unit  purchases  and (4)
economies of scale. We have an estimated 24,000 customers,  the largest of which
accounted for only 3.0% of 2002 revenues.

     Effective Fleet Management. Our lease fleet is actively managed to maximize
customer satisfaction,  optimize fleet utilization and improve fleet quality and
flexibility.    Our   proprietary   management   information   system   provides

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comprehensive   fleet  statistics  and  lease   information  that  allow  us  to
effectively monitor and allocate our units through our branch network.

     We maintain a number of fleet  management  initiatives  designed to improve
operations  and  increase   profitability,   including  (1)  standardization  of
products,  (2) maintaining fleet quality, (3) portability of fleet and (4) fleet
pruning. These initiatives are outlined in more detail below:

o    Emphasis  on  Standardization  of  Products.  We  focus  on  maintaining  a
     standardized  lease fleet  through a  combination  of new fleet  purchasing
     guidelines and the conversion of any non-standard  units into more standard
     configurations.  Product  standardization  allows us to easily  modify  our
     structures to meet specific  customer needs and thus increase  utilization.
     Conversions of existing units from  non-standard to standardized  units can
     be completed,  on average,  at less than the cost of purchasing  new units.
     Overall,  we  believe  that  the  majority  of our  fleet is  comprised  of
     standardized, highly versatile products.

o    Fleet Quality. Because we believe that rental rates are based upon physical
     condition  rather  than age,  we  monitor  our  fleet on a  regular  basis,
     refurbishing  units and conducting  targeted sales programs,  as necessary.
     Units  classified as "unrentable"  are less than 1.0% of the total fleet at
     December 31, 2002.

o    Portability  of  Fleet  and  Fleet  Redeployment.   We  capitalize  on  our
     nationwide   franchise  and  inventory   management   systems  by  actively
     redeploying   excess  fleet  to  areas  of  higher  customer  demand.   The
     portability and standardized nature of the units allow them to be relocated
     to surrounding  areas at relatively low cost,  thus allowing us to minimize
     capital  expenditures  for  new  fleet  purchases.  As  part  of our  fleet
     purchasing and conversion activities,  we generally have our units built or
     converted  to  meet  industrialized  building  codes  for  use  in  several
     surrounding states, thus allowing them to be redeployed as necessary.

o    Fleet  Pruning.  From time to time,  we will sell excess or idle units from
     our  fleet.  Pruning  activities  allow  us to  manage  fleet  quality  and
     composition.

     Dedicated  Marketing and Customer Service.  Through extensive marketing and
customer  service  programs,  we focus on  maintaining  and expanding  long-term
customer relationships. We are the only industry operator that maintains our own
full-service  national  support  staff to prepare  units for lease and  maintain
units  while on  lease.  As a result of this  extensive  customer  service,  our
leasing  operations  have  generated  recurring  revenues  due to high levels of
repeat business.

     Experienced Management. Since 1997, the current management team has doubled
the size of our  fleet  and  increased  the  size of our  branch  network,  both
organically  and through  selective  strategic  acquisitions.  Management  holds
personal  equity  investments  equivalent  to  approximately  a 9%  share of our
company on a fully diluted basis.  We believe that this represents a significant
economic commitment to and confidence in our company.

Operating Strategy

     Due to the local and  regional  nature  of our  business,  our goals are to
become the leader in each of the local markets in which we compete and to expand
our coverage to additional local markets. To achieve market leadership,  we have
implemented  a  strategy   which   emphasizes  (1)  superior   service,   (2)  a
well-maintained,  readily-available  and  versatile  lease fleet,  (3) effective
fleet  management  using  proprietary  information  systems,  and  (4)  targeted
marketing  through an experienced  and motivated sales force. We believe that we
are generally the first or second largest provider of relocatable  space in each
of our regional markets as measured by lease fleet size and revenues.

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     Our branch offices are distributed  throughout the United States and Canada
and are located in a majority of the major metropolitan areas.

         Management's business and growth strategy includes the following:

     Fleet and  Branch  Expansion.  We plan to  continue  to  capitalize  on the
industry's  favorable long-term growth trends by increasing customer penetration
and fleet size in existing markets. In addition, we plan to open branches in new
markets where  positive  business  fundamentals  exist.  From January 1, 2000 to
December 31, 2002, we increased the number of units from approximately 79,600 to
93,800 as a result of  general  fleet  expansion  and to a much  lesser  extent,
through acquisitions.

     Selective Fleet  Acquisitions.  To complement our internal fleet and branch
expansion, we plan to continue to capitalize on the industry's fragmentation and
expand  our  geographic  coverage  by making  selective  acquisitions  of mobile
offices and storage  product  lease  fleets.  Typically,  there is a low cost of
integrating  acquired  fleets and  acquired  units  have  existing  leases  that
generate immediate revenues.  From January 1, 2000 to December 31, 2002, we made
four  acquisitions  of  approximately  3,600 units for a total purchase price of
$37.1 million. Units added through acquisitions have accounted for approximately
15% of the value of our total fleet purchases during this period.

     Storage and Ancillary  Products.  We continue to identify new  applications
for our existing  products,  diversify  into new product  offerings  and deliver
ancillary  products and services to leverage our existing  branch  network.  For
example,  in 1996, we began focusing on the expanding market for storage product
units,  which are used for secured storage space. Since January 1, 1996, we have
grown our storage product fleet by over 16,600 units,  through direct  purchases
as well as ten  acquisitions  which totaled  approximately  6,000 storage units.
Ancillary  products  and services  also include the rental of steps,  furniture,
ramps  and  security  systems;  sales of parts and  supplies;  and  charges  for
granting insurance waivers and for damage billings.

     Education Market Trends.  The education market accounted for  approximately
26% of our 2002  revenues  and offers  growth  opportunities  as a result of the
following:  (1) an increase  in state and local  initiatives  governing  maximum
class sizes, (2) state and local governmental  pressures to find  cost-effective
ways to expand  classroom  capacity,  (3) increased  interstate  and  intrastate
migrations  necessitating  rapid  expansion  of  education  space  and  (4)  the
predicted growth of the school age population.

Recession Resistance

     Although a portion of our business is with customers in industries that are
cyclical  in  nature  and  subject  to change in  general  economic  conditions,
management  believes that certain  characteristics  of the mobile office leasing
industry  and our  operating  strategies  should help to mitigate the effects of
economic downturns.  These characteristics  include (1) our typical lease terms,
which  include  contractual  provisions  requiring  customers to retain units on
lease for, on average, 13 months, and have an average existing lease duration of
22 months,  (2) the flexibility and low cost offered to our customers by leasing
which may be an attractive alternative to capital purchases,  (3) our ability to
redeploy  units during  regional  recessions,  (4) the diversity of our industry
exposure and (5) the geographic balance of our operations.

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Products

     Our  products  can be used to meet a  variety  of  customer  needs.  Sample
applications include classrooms,  sales offices and special events headquarters.
Our mobile office fleet ranges from  single-unit  facilities to section  modular
structures,  which combine two or more units into one structure for applications
that  require  more space.  Units  typically  range in size from 8 to 14 feet in
width and 16 to 70 feet in length  and are  generally  wood  frame  mounted on a
steel  chassis,  constructed  using  a steel  frame  and  undercarriage  with an
exterior  of wood or  aluminum.  The units are fitted with axles and hitches and
are  towed  to  various   locations.   Most  units  contain  materials  used  in
conventional  buildings  and are  equipped  with air  conditioning  and heating,
electrical  outlets and, where  necessary,  plumbing  facilities.  Mobile office
units are  extremely  durable  and have an  estimated  economic  useful  life of
generally  20 years.  During  2002,  the average  purchase  price for new mobile
office units  (excluding  storage  products) was $12,300 and the average  mobile
office unit was leased for  approximately  $300 per month,  although  rates vary
depending upon size, product type, features and geographic region. Products have
varying lease terms, with average contractual terms of 13 months.  However, most
customers  retain the product  for a longer  period as  evidenced  by an average
existing lease duration of 22 months at December 31, 2002.

     Our specific product offerings are described below:

     Single-Wide  Mobile  Offices.  Single-wide  mobile  offices  are  the  most
functional and versatile  units in our lease fleet.  Units  typically have "open
interiors" which can be modified using movable  partitions.  Single-wide  mobile
offices  currently  comprise  approximately  39% of our lease fleet and commonly
include  tile  floors,  air  conditioning/heating   units,  partitions  and,  if
requested, toilet facilities.

     Section Modulars.  Section modulars are two or more units combined into one
structure.  Interiors are  customized to match the customer  needs.  Examples of
section  modular units  include  hospital  diagnostic  annexes,  special  events
headquarters, golf pro shops and larger general commercial offices.

     Classrooms.  Classroom units are generally  standard single- or double-wide
units adapted specifically for use by school systems or universities.  Classroom
units usually feature  chalkboards  and teaching aids, air  conditioning/heating
units, windows along side-walls and, if requested, toilet facilities.

     Sales Offices.  Sales offices are marketed to businesses  that require site
located space for sales  presentations.  Exteriors are typically wood-sided with
some models offering recessed front entries.  Our "Executive Line" sales offices
are larger,  more  expensive  versions of the  standard  sales  office with more
amenities.

     Storage  Products.  Storage  products are windowless and are typically used
for secure  storage  space.  There are generally two types:  ground-level  entry
storage containers and storage trailers with axles and wheels. The basic storage
unit  features  a  roll-up  or swing  door at one end.  Units  are made of heavy
exterior metals for security and water tightness.

Branch Network

     As a key element to our market leadership  strategy,  we maintain a network
of over 80 branch offices throughout the United States and Canada.  This network
enables us to increase our product  availability and customer service within our

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regional and local markets. Customers benefit because they are provided with (1)
improved service availability,  (2) reduced time to occupancy, (3) better access
to sales  representatives,  (4) the ability to inspect units prior to rental and
(5) lower  freight costs which are  typically  paid by the customer.  We benefit
because  we are able to spread  regional  overhead  and  marketing  costs over a
larger  lease  base,  redeploy  units  within  our branch  network  to  optimize
utilization,  discourage  potential  competitors by providing ample local supply
and offer profitable  short-term leases which would not be profitable  without a
local market presence.

     Management  believes  geographic  diversification  of  our  branch  network
mitigates  economic and operating  risk. In 2002, the South Central,  Southeast,
Northeast, West, Pacific Northwest,  Mid-Atlantic,  Florida, Central, and Canada
regions  accounted  for 9%, 9%,  20%,  18%,  11%,  11%,  12%,  6%, and 4% of our
revenues, respectively.

     Our branches are generally headed by a dedicated branch manager. The branch
system is supervised by seven  regional vice  presidents  and an executive  vice
president  who  average 17 years of  industry  experience  and 11 years with our
company.  Management  believes it is important to encourage employees to achieve
revenue  and  profit  levels  and to  provide  a high  level of  service  to our
customers.  Approximately  30% of the regional  managers'  compensation is based
upon the financial performance of their branches and approximately 45% of branch
managers'  compensation  is tied  to  budgeted  Adjusted  EBITDA  levels.  Sales
representatives'  compensation  is  commission  driven  and  based on the  gross
profits of new business.

Operations

     Leasing.  Leasing  revenue is a function of average  monthly  rental  rate,
fleet size and  utilization.  We monitor fleet  utilization at each branch.  For
2002,  average  fleet  utilization  was 77.9%.  While we adjust  our  pricing to
respond  to local  competition  in our  markets,  we believe  that we  generally
achieve a rental rate equal to or above that of our  competitors  because of the
quality of our products and our high level of customer service.

     As part of our leasing  operations,  we sell used mobile  office units from
our lease  fleet  either at fair  market  value  or,  to a much  lesser  extent,
pursuant to pre-established  lease purchase options included in the terms of its
lease agreements.  Due in part to an active fleet maintenance program, our units
maintain a significant  percentage of their  original  value which  includes the
cost of the  units  as well as  costs of  significant  improvements  made to the
units.  However, no assurance can be given that such percentages would have been
realized  from the sale of the entire  lease  fleet or will be  realized  in the
future.

     New Unit Sales. New unit sales include sales of  newly-manufactured  mobile
office units.  We do not  generally  purchase new units for resale until we have
obtained firm purchase  orders  (which are  generally  non-cancelable)  for such
units. New mobile units are generally  purchased more heavily in the late spring
and  summer   months  due  to  seasonal   classroom  and   construction   market
requirements.

     Delivery and Installation. We provide delivery, site-work, installation and
other  services to our  customers  as part of our leasing and sales  operations.
Revenues   from   delivery,   site-work   and   installation   result  from  the
transportation of units to a customer's  location,  site-work  required prior to
installation  and  installation  of the mobile  units  which have been leased or
sold.  Typically  units are placed on temporary  foundations  constructed by our
service  technicians,  and service  personnel  will also  generally  install our
ancillary products. We also derive revenues from tearing down and removing units
once a lease expires.

     Other. We also derive revenue from the sale of other products and services,
including  rental of steps,  furniture and ramps;  sales of parts,  supplies and

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security systems;  and charges for granting insurance waivers (i.e.,  charging a
fee to customers  who do not provide their own  insurance  certificate)  and for
damage billings.

Fleet Purchases

     We closely  monitor  fleet  purchases to manage  capital  expenditures  and
inventory  levels.  Generally,  fleet  purchases  are  controlled  by field  and
corporate  executives,  and must pass our  fleet  purchasing  policy  guidelines
(which include ensuring that  utilization  rates and unrentable units levels are
acceptable,  that  redeployment,  refurbishment and conversion options have been
evaluated,  and that specific  return on investment  criteria have been met). We
purchase  our  units  through   approximately  50  third-party  suppliers  (most
suppliers have only one factory,  which generally  serves a market within 300 to
400  miles),  with no  significant  dependence  on any  supplier.  The top three
suppliers  of units for 2002  represented  approximately  one-third of all fleet
purchases and the top ten suppliers represented  approximately two-thirds of all
fleet purchases.  We believe that we have an excellent working relationship with
our suppliers.

     We believe  that our fleet  purchases  are  flexible and can be adjusted to
match business needs and prevailing economic conditions.  We are not "locked in"
to long-term  purchase contracts with manufacturers and can modify our new fleet
purchases and acquisition  activities to meet customer demand. For example,  our
spending for fleet purchases  decreased from  approximately  $123,000 in 2000 to
approximately  $106,000 in 2001 and approximately $45,000 in 2002. We supplement
our new fleet  purchases  with  acquisitions.  Although the timing and amount of
acquisitions  are difficult to predict,  management  considers  its  acquisition
strategy  to be  opportunistic  and will adjust its fleet  spending  patterns as
acquisition opportunities become available.

Marketing

     In addition to opening new branches,  we use a number of marketing tools to
generate new  business  and  customers.  By  maintaining  a detailed and updated
customer and prospect tracking system,  marketing and sales personnel  generally
can  identify  when a  particular  customer or prospect  typically  utilizes our
products and may contact such customer or prospect regarding their future needs.

     Through our marketing and sales effort, we have  successfully  expanded the
uses for our products.  For example,  since 1993,  the number of industries  (as
measured by SIC code) that lease or purchase our products has increased from 360
to 450. Additionally, we expect to continue to increase our penetration of other
industries  that would benefit from the usage of our products.  See  "--Customer
Base."

     Developing  new  customers is an integral  part of the sales process and is
monitored  through  the use of  quarterly  goals for each  employee  with  sales
responsibility.  In  addition to our  prospect  tracking  databases,  we conduct
direct mail campaigns and are a heavy user of print  advertising,  including the
yellow  pages and customer  trade  publications.  We have  developed a toll-free
telephone  number  network so that our  customers  can call and speak to a sales
representative  in the  branch  location  nearest  the site  where  the call was
placed.  In addition,  we  participate  in numerous  regional and national trade
shows,   and  our  sales  personnel   participate  in  local  trade  groups  and
associations.  We also design  marketing  campaigns  targeted at specific market
niches.

     During  1996,  we began  developing  national  accounts.  To date,  we have
established  approximately  250  national  accounts and continue to pursue other
national account relationships.  The relationships are coordinated by a national
account manager and serviced by the branch network.  Due to our broad geographic

                                       8
<PAGE>

capabilities,  this program  allows us to further  differentiate  ourselves from
many of our  "mom-and-pop"  competitors  by  providing  consistent  service on a
national basis.

Customer Base

     We continually  seek to expand our customer base and the  applications  for
our products.  Our customer base is comprised of an estimated 24,000  companies,
which operate in approximately 450 industries,  a significant increase over 1993
levels of 7,700  customers in 360 industries.  We believe that the  construction
and education industries accounted for approximately 27% and 26%,  respectively,
of total revenues in 2002, and that no other industry accounted for more than 6%
of total revenues in 2002.  During 2002, no single  customer  accounted for more
than  3.0%  of our  total  revenues  and our top  ten  customers  accounted  for
approximately 9.4% of total revenues. Our key customer industries as categorized
by SIC Code are as follows:

     Construction.  We provide  office  and  storage  space to a broad  array of
contractors  associated  with both  residential  and  nonresidential  buildings,
commercial  offices  and  warehouses;   highway,   street,   bridge  and  tunnel
contractors; water, sewer, communication and power line contractors; and special
construction  trades,  including glass,  glazing and demolition.  We believe our
construction  customer base is  characterized  by a wide variety of contractors,
who are associated with original construction as well as capital improvements in
the commercial, institutional, residential and municipal arenas.

     Education.  Rapid  and  unpredictable  shifts in state  populations  within
states often necessitate quick expansion of education facilities particularly in
elementary  and  secondary  schools.  State  and  local  governmental  budgetary
pressures  have made  mobile  offices,  especially  multi-sectional  offices,  a
convenient and  cost-effective  way to expand classroom,  laboratory and library
capacity.  Our quality  products are well suited for  educational  institutions,
which demand a high level of maintenance and service support.

     Professional  Services.  Customers in this category  include  professionals
from a broad array of industry  sectors  including  engineering,  architectural,
accounting,  legal,  insurance and sales. Health Care. Health care customers are
frequent users of multi-sectional  facilities as administrative offices, waiting
rooms,  MRI  and  other  diagnostic  annexes  adjacent  to  existing  hospitals.
Utilities.  Mobile offices have  traditionally been leased to utilities involved
in  electrical  service,  natural gas  distribution  and  production,  and other
energy-related  services. Units are used as meeting rooms, reception and visitor
centers,  security offices and, during periods of utility plant  reconstruction,
as facilities to house the operations staff.

     Government.  Governmental users consist of federal,  state and local public
sector organizations such as the United States  Environmental  Protection Agency
and state highway administrations. We have enjoyed particular success in focused
niches such as prisons and jails,  courthouses,  national security buildings and
NASA  facilities.   Our  strategy  of  concentrated   regional  focus  has  been
particularly successful in gaining business from local governmental customers.

     Chemical and  Pharmaceutical.  Chemical and  pharmaceutical  companies have
been long-time users of temporary office space.  Mobile offices are particularly
well suited for  laboratory  usage  where space is needed for the  duration of a
specific project or for an off-site or isolated laboratory.

     Commercial/Industrial  and  Other.  This  category  includes  a variety  of
industries  and product uses which help  diversify  our revenue  stream.  Common

                                       9
<PAGE>

examples   include:   entertainment,   recreation,   transportation   terminals,
recycling,  retail and fast food  establishments,  metal processing and refining
and disaster relief. Although there are a number of different industries in this
category,  we believe  that no single  industry  included in this  category  was
material to us in 2002.

Fleet Management Information Systems

     We  utilize  proprietary  fleet  management   information  systems,   which
substantially  differentiate us from the majority of our competitors.  Our fleet
information  system is instrumental  to our lease fleet  management and targeted
marketing efforts and allows management to monitor operations at our branches on
a daily,  weekly, and monthly basis. Lease fleet information is updated daily at
the branch level and  verified  through a monthly  physical  inventory by branch
personnel.  This provides  management with on-line access to utilization,  lease
fleet  unit  levels and  rental  revenues  by branch or  geographic  region.  In
addition, an electronic file for each unit showing its lease history and current
location/status  is maintained in the  information  system.  Branch  salespeople
utilize  the  system to obtain  information  regarding  unit  availability.  The
database  tracks  individual  units by serial number and provides  comprehensive
information  including  cost,  condition  and other  financial and unit specific
information.

Regulatory Matters

     We must comply with various federal, state and local environmental,  health
and safety laws and regulations in connection  with our  operations.  We believe
that we are in  substantial  compliance  with  these  laws and  regulations.  In
addition  to   compliance   costs,   we  may  incur  costs  related  to  alleged
environmental  damage associated with past or current properties owned or leased
by us. We believe that our liability, if any, for any environmental  remediation
will not have a material adverse effect on our financial condition.  However, we
can  not  be  certain  that  the  discovery  of  currently  unknown  matters  or
conditions,  new laws and regulations,  or stricter  interpretations of existing
environmental  laws will not have a material  adverse  effect on our business or
operations in the future.

     A portion of our units are subject to  regulation  in certain  states under
motor vehicle and similar  registrations  and certificate of title statutes.  We
believe that we have  complied in all material  respects  with all motor vehicle
registration  and similar  certificate  of title  statutes in states  where such
statutes  clearly apply to mobile office units.  We have not taken actions under
such statutes in states where it has been  determined  that such statutes do not
apply to mobile office units.  However,  in certain states, the applicability of
such statutes to our mobile  office units is not clear beyond doubt.  Due to the
difficulty,  expense and burden of complying with all possible motor vehicle and
certificate  of title  requirements  in such  states,  we do not take  action to
comply  with  every  possible  motor  vehicle  and  similar   registration   and
certificate  of  title   requirement  in  such   jurisdictions.   If  additional
registration and related  requirements are deemed to be necessary in such states
or if the laws in such  states or other  states  were to change to require us to
comply with such requirements, we could be subject to additional costs, fees and
taxes as well as  administrative  burdens in order to comply with such  statutes
and  requirements.  We do not  believe  the  effect of such  compliance  will be
material to our business and financial condition.

Competition

     Although our competition varies  significantly by market, the mobile office
industry,  in general, is highly  competitive.  We compete primarily in terms of
product availability, customer service and price. We believe that our reputation
for customer service and our ability to offer a wide selection of units suitable
for  various  uses at  competitive  prices  allows  us to  compete  effectively.

                                       10
<PAGE>

However,  our primary  competitor,  GE Capital Modular Space, is less leveraged,
has greater market share or product availability in some markets and has greater
financial resources and pricing flexibility than us.

Employees

     As of December 31, 2002 we had approximately  1,200 employees.  None of our
employees are covered by a collective bargaining agreement.  Management believes
its  relationship  with our  employees is good.  We have never  experienced  any
material  labor  disruption  and are unaware of any efforts or plans to organize
our employees.

Risk Factors

Risks Relating to Our Indebtedness

Our substantial debt could adversely affect our financial health.
----------------------------------------------------------------

     We have a  substantial  amount of debt.  As of December  31,  2002,  we had
$984.3 million of indebtedness.

         Our substantial debt could have important consequences including:

o    making our company more vulnerable to general adverse economic and industry
     conditions;

o    limiting  our ability to obtain  additional  financing  for future  working
     capital,  capital  expenditures,  strategic  acquisitions and other general
     corporate requirements;

o    exposing us to interest rate fluctuations  because the interest on the debt
     under our new credit facility is at variable rates;

o    requiring  us to  dedicate  a  substantial  portion  of our cash  flow from
     operations to payments on our debt,  thereby  reducing the  availability of
     our cash flow for operations and other purposes;

o    limiting our  flexibility  in planning for, or reacting to,  changes in our
     business; and

o    placing us at a competitive  disadvantage  compared to any competitors that
     have less debt.

We may incur additional debt.
----------------------------

     We and  our  subsidiary   may  be  able  to  incur  substantial  additional
indebtedness  in the future.  The terms of the  indenture  governing  our 9.875%
senior  notes due 2007 (the  "senior  notes")  permit us to incur a  substantial
amount of  additional  debt and our new  revolving  credit  facility will permit
additional borrowings under certain  circumstances.  As of December 31, 2002, we
had $186.4 million of additional borrowing  availability under our new revolving
credit  facility,  subject to compliance  with our financial and other covenants
and the terms of our loan agreements.  Accordingly, this additional indebtedness
could further exacerbate all the risks described above.

                                       11
<PAGE>

The indenture governing the senior notes and our new credit facility contain
----------------------------------------------------------------------------
various covenants which limit the discretion of our management in operating our
-------------------------------------------------------------------------------
business and could prevent us from engaging in some beneficial activities.
-------------------------------------------------------------------------------

     The  indenture  governing  the  senior  notes and our new  credit  facility
contain various restrictive covenants that limit our management's  discretion in
operating our business.  In particular,  these agreements will limit our ability
to, among other things:

o    incur additional debt or guarantee obligations;

o    grant liens on assets;

o    make  restricted   payments  (including  paying  dividends  on,  redeeming,
     repurchasing or retiring our capital stock);

o    make investments or acquisitions;

o    sell assets;

o    engage in transactions with affiliates; and

o    merge, consolidate or transfer substantially all of our assets.

     In addition,  our new credit facility also requires us to maintain  certain
financial ratios and limits our ability to make capital expenditures. If we fail
to comply with the restrictions of the indenture governing the senior notes, our
new credit facility or any other subsequent financing agreements,  a default may
allow the  creditors,  if the  agreements so provide,  to accelerate the related
debt as well as any other debt to which a  cross-acceleration  or cross- default
provision  applies.  In  addition,  the  lenders  may be able to  terminate  any
commitments  they had made to supply us with further funds.  If our  obligations
under our new credit  agreement or any subsequent  secured  financing  agreement
were accelerated,  we would be obligated to satisfy those obligations  before we
could satisfy our obligations under the senior notes to the extent of the assets
securing the secured  debt.  Accordingly,  we cannot assure you that we would be
able to fully repay our debt obligations, including the senior notes, if some or
all of our debt obligations are accelerated upon an event of default.

Our ability to service our debt requires a significant amount of cash.
---------------------------------------------------------------------

     To service our debt, we require a significant  amount of cash.  Our ability
to generate  cash,  make  scheduled  payments or to  refinance  our  obligations
depends on our successful financial and operating performance.  We cannot assure
you that our  operating  performance,  cash flow and capital  resources  will be
sufficient for payment of our debt in the future, all of which will mature prior
to the senior notes.  Our financial  and  operating  performance,  cash flow and
capital  resources  depend  upon  prevailing  economic  conditions,  and certain
financial,  business  and other  factors,  many of which are beyond our control.
These factors include, among others:

o    economic and competitive conditions affecting the mobile office industry;

o    operating  difficulties,  increased operating costs or pricing pressures we
     may experience; and

o    a decline in the resale value of our units.

     As  of  December  31,  2002,  we  had  $435.9  million  of  senior  secured
indebtedness  outstanding under our new credit facility that ranked  effectively
senior to the senior notes. Our estimated debt service  obligations for 2003 are
$78.2 million,  based on (1) the projected  average  outstanding  balance of our
senior notes for 2003, (2) an interest rate of approximately 5% on our projected
average  outstanding  variable  rate debt for 2003 and (3)  scheduled  term loan
repayments in 2003.  Our annual debt service  obligations  will increase by $4.4
million per year for each 1% increase in interest rates, based on the balance of
variable  rate debt  outstanding  at  December  31,  2002.

                                       12
<PAGE>

     If our cash flow and capital  resources are  insufficient  to fund our debt
service  obligations,  we may be forced to reduce or delay capital  investments,
sell material assets or operations, obtain additional capital or restructure our
debt.  In the event  that we are  required  to  dispose  of  material  assets or
operations  or  restructure  our  debt  to  meet  our  debt  service  and  other
obligations, we cannot assure you as to the terms of any such transaction or how
soon any such transaction could be completed.  See "Management's  Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources."

Risks Relating to Our Business

Elements of our business are sensitive to general economic conditions.
---------------------------------------------------------------------

     A portion of our revenues are derived from  customers who are in industries
and  businesses  that are  cyclical  in nature and subject to changes in general
economic conditions,  such as the construction industry. In addition, because we
conduct  our  operations  in a variety of  markets,  we are  subject to economic
conditions  in each of these  markets.  Although we believe  that certain of our
operating  strategies  and  industry  characteristics  may help to mitigate  the
effects of economic downturns, general economic downturns or localized downturns
in markets where we have operations, including any downturns in the construction
industry,  could have a material adverse effect on us and our business,  results
of operations and financial condition.  In addition,  at the present time we are
unable to predict  what  long-term  effect,  if any,  recent  political  events,
including  those  relating  to, or arising  out of the war with Iraq,  and their
attendant  consequences will have on our business. Any of the foregoing economic
or  political  events  could have a material  adverse  effect on our  results of
operations and financial condition.

We face significant competition in the mobile office industry.
-------------------------------------------------------------

     Although our competition varies  significantly by market, the mobile office
industry,  in general, is highly  competitive.  We compete primarily in terms of
product availability, customer service and price. We believe that our reputation
for customer service and our ability to offer a wide selection of units suitable
for  various  uses at  competitive  prices  allows  us to  compete  effectively.
However,  our primary  competitor,  GE Capital Modular Space, is less leveraged,
has  greater  market  share or product  availability  in some  markets,  and has
greater financial resources and pricing flexibility than we do.

An investor group controls a majority of our board of directors.
---------------------------------------------------------------

     An investor group,  which includes  affiliates of The Cypress Group L.L.C.,
and Keystone,  Inc., beneficially owns in the aggregate approximately 82% of our
outstanding  common  stock.  We in  turn  own  100%  of our  outstanding  voting
securities.  As a result,  the  investor  group has the  ability to control  our
management, policies and financing decisions, to elect a majority of the members
of our board of directors  and to control the vote on all matters  coming before
our stockholders.

We may not be able to remarket units returning from leases.
----------------------------------------------------------

     Our typical lease terms,  which include  contractual  provisions  requiring
customers to retain units on lease for, on average, 13 months,  actually have an
average  existing lease duration of 22 months.  Because our customers  generally
rent  our  units  for  periods   longer  than  the   contractual   lease  terms,
approximately  60% of our leases are on a  month-to-month  basis.  In  addition,
approximately 20% of our leases have contractual lease terms expiring within six
months.  Should a significant  number of our leased units be returned during any
short period of time, a large supply of units would need to be  remarketed.  Our
failure to  effectively  remarket a large influx of units  returning from leases
could  have a  material  adverse  effect on our  financial  performance  and our
ability to continue expanding our fleet.

                                       13
<PAGE>


We are dependent on key personnel.
---------------------------------

     Our continued  success will depend  largely on the efforts and abilities of
our  executive  officers  and  certain  other key  employees,  none of whom have
employment agreements with us. We do not maintain insurance policies relating to
these  employees.  If, for any reason,  these  officers or key  employees do not
remain  with us, our  operations  could be  adversely  affected  until  suitable
replacements with appropriate experience can be found.

A write-off of all or a part of our goodwill would adversely affect our
------------------------------------------------------------------------
operating results and net worth.
---------------------------------

     We have significant intangible assets related to goodwill, which represents
the excess of the total purchase price of our  acquisitions  over the fair value
of the net assets  acquired.  As of December 31, 2002, we had $168.9  million of
unamortized  goodwill on our balance sheet, which represented 13.7% of our total
assets.  Through  December 31, 2001,  we amortized  goodwill on a  straight-line
basis over the  estimated  period of future  benefit of 20 to 40 years.  In July
2001, the Financial Accounting Standards Board issued SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 142 requires that,  effective January 1, 2002,
goodwill  not  be  amortized  but  rather  that  it  be  reviewed  annually  for
impairment. In the event impairment is identified, a charge to earnings would be
recorded. We have adopted the provisions of SFAS No. 142. We performed the first
of these  required  tests  during  the  first  quarter  of 2002  and the  annual
impairment  test as of the beginning of the fourth quarter and  determined  that
goodwill  was not  impaired.  Although  it does  not  affect  our cash  flow,  a
write-off  in future  periods of all or a part of our goodwill  would  adversely
affect our operating results and net worth.

                                       14

<PAGE>



Item 2.  Properties

     Our headquarters is a three-story  modular office structure  located on 3.1
acres in suburban Baltimore, Maryland.  Additionally, we lease approximately 72%
of our 87 branch locations and we own the balance. Management believes that none
of our leased facilities, individually, is material to our operations.



Item 3.  Legal Proceedings

     We are involved in certain legal actions  arising in the ordinary course of
business.  We believe that none of these actions,  either individually or in the
aggregate,  will have a  material  adverse  effect on our  business,  results of
operations or financial condition.



Item 4.  Submission of Matters to a Vote of Security Holders

         None.











                                       15

<PAGE>

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters

     There is no established public trading market for our Common Stock.

     During 2002,  Scotsman paid dividends to us of  approximately  $133,000 for
normal operating expenses.  Scotsman does not intend to pay any dividends except
for normal  operating  expenses,  but  reserves  the right to do so.  Scotsman's
ability  to  pay  dividends  to us is  limited  to  amounts  for  corporate  and
administrative  expenses.  The indenture  governing our senior notes and our new
credit agreement contain certain restrictive covenants that, among other things,
limit the  payment of  dividends  or the making of  distributions  on our equity
interests. (See Note 5 of Notes to the Consolidated Financial Statements.)

     Pursuant to our Amended and Restated 1997  Employee  Stock Option Plan (the
"1997 Plan") and Rule 701 under the Securities Act,  options for the purchase of
6,300  shares of our common  stock were  granted  during  2002.  No options were
exercised  during 2002 and no shares of our common stock were issued during 2002
upon the exercise of previously granted options.














                                       16
<PAGE>

Item 6.  Selected Historical Financial Data

The following tables summarize selected  historical  financial data which should
be read in conjunction with  "Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations"  and the Financial  Statements  appearing
elsewhere  herein.  The selected  historical  financial data set forth below has
been derived from the audited Financial Statements.

                                             Year Ended December 31,
                            ---------------------------------------------------
                               1998       1999        2000     2001       2002
                               ----       ----        ----     ----       ----
                               (Dollars in thousands, except per share amounts)
Statement of Operations
Data:

Revenues:
     Leasing                 $152,221   $201,820   $220,547  $238,151  $227,106
     Sales:
         New units             46,448     73,001     73,291    91,114    98,927
         Rental equipment      15,530     22,369     21,571    22,212    23,951
     Delivery and
     installation              47,002     71,245     79,097    97,342   101,034
     Other                     25,893     37,370     37,640    43,437    44,155
                             --------     ------     ------    ------   -------

         Total               $287,094   $405,805   $432,146  $492,256  $495,173
-------------------------------------------------------------------------------

Gross profit:
     Leasing                 $101,036   $136,543   $148,454  $153,281  $134,862
     Sales:
         New units              8,099     12,678     13,023    15,945    16,363
         Rental equipment       3,730      5,133      5,266     5,326     5,787
     Delivery and
     installation              12,083     18,886     19,427    19,003    16,494
     Other                     20,393     29,949     31,057    35,063    34,254
                              -------     ------     ------    ------    ------
         Total               $145,341   $203,189   $217,227  $228,618  $207,760
-------------------------------------------------------------------------------

Selling, general
     and administrative
     expenses                $ 58,152   $ 71,480   $ 76,872  $ 82,573  $ 85,779
Other depreciation
     and amortization           9,623     15,866     17,474    18,845    13,438
Interest                       65,110     83,878     91,860    85,486    85,208
Casualty loss                     ---        ---        ---     1,500       ---
                                  ---        ---        ---     -----       ---

Income before taxes            12,456     31,965     31,021    40,214    23,335
Income tax expense              8,732     14,694     14,938    17,585     8,137
                                -----     ------     ------    ------    ------
Net income                      3,724     17,271     16,083    22,629    15,198
Earnings per common share:   $    .70  $    2.79   $   2.60  $   3.65  $   2.45
                                  ===       ====       ====      ====      ====
Earnings per common share,
   assuming dilution         $    .66  $    2.64   $   2.46  $   3.46 $    2.32
                                  ===       ====       ====      ====      ====

--------------------------------------------------------------------------------
Ratio of earnings to
fixed charges (1)                1.2x       1.4x        1.3x      1.5x     1.3x

Adjusted EBITDA (2)         $117,519   $168,161    $177,554  $187,528  $173,128
--------------------------------------------------------------------------------

                                       17

<PAGE>



                                           As of December 31,
                            1998        1999        2000         2001     2002
                            ----        ----        ----         ----     ----
                                               (Dollars in thousands)
Balance Sheet Data:
Rental equipment, net   $640,634 $  726,924 $  799,994  $  866,867   $  850,087
Total assets             941,291  1,066,467  1,145,901   1,244,986    1,230,352
Revolving credit
  facility & long-term
  debt                   845,447    915,823    959,110   1,022,972      984,345
Stockholder's
(deficit) equity         (57,853)   (38,683)   (22,578)     (1,279)      19,273


     (1)  The ratio of earnings to fixed  charges is computed by dividing  fixed
          charges into earnings from continuing  operations  before income taxes
          and  extraordinary  items plus fixed  charges.  Fixed charges  include
          interest, expensed or capitalized,  including amortization of deferred
          financing costs and debt discount and the estimated interest component
          of rent expense.

     (2)  We define  Adjusted  EBITDA as  earnings  before  deducting  interest,
          income taxes,  depreciation,  amortization  and non-cash  charges.  We
          utilize Adjusted EBITDA when interpreting operating trends and results
          of operations of our core business operations. Accordingly, we believe
          that this measure provides additional  information with respect to our
          overall  operating  performance  and our  ability to incur and service
          debt, make capital expenditures and meet working capital requirements.
          However, Adjusted EBITDA data should not be considered in isolation or
          as a  substitute  for cash flow from  operations,  net income or other
          measures of performance prepared in accordance with generally accepted
          accounting principles or as a measure of a company's  profitability or
          liquidity. When evaluating Adjusted EBITDA, investors should consider,
          among other factors,  (1) increasing or decreasing  trends in Adjusted
          EBITDA,  (2) whether  Adjusted  EBITDA has remained at positive levels
          historically  and (3) how Adjusted  EBITDA  compares to levels of debt
          and interest  expense.  Because Adjusted EBITDA excludes some, but not
          all,  items that affect net income and may vary among  companies,  the
          Adjusted  EBITDA  presented  above may not be  comparable to similarly
          titled  measures of other  companies.  While we believe that  Adjusted
          EBITDA may provide additional  information with respect to our ability
          to meet our future  debt  service,  capital  expenditures  and working
          capital requirements, certain operational or legal requirements of our
          business  may  require us to  utilize  our  available  funds for other
          purposes.





                                       18



<PAGE>

A reconciliation of Net Income to Adjusted EBITDA is as follows:

                                          Year Ended December 31,
------------------------------------------------------------------------------
                               1998     1999         2000       2001     2002
                               ----     ----         ----       ----     ----
                                           (Dollars in thousands)

Net income                  $ 3,724    $17,271    $16,083    $22,629   $15,198
Interest                     65,110     83,878     91,860     85,486    85,208
Income taxes                  8,732     14,694     14,938     17,585     8,137
Depreciation
   and amortization          37,228     50,419     54,194     60,606    59,272
Non-cash stock
   compensation expense       2,725      1,899        479       (278)    5,313
Non-cash casualty loss          ---        ---        ---      1,500       ---
                            -------    -------    -------     ------    -------

Adjusted EBITDA            $117,519   $168,161   $177,554   $187,528   $173,128
                            =======    =======    =======    =======    =======


Selected Quarterly Financial Data (Unaudited):

(In thousands except per share data)  Year ended December 31, 2002
------------------------------------  ---------- -------- --------- ----------
Quarter                       First     Second    Third    Fourth      Year
--------------------------   -------- ---------- -------- --------- ----------

Revenues                     $119,867  $116,097  $137,282  $121,927  $495,173

Gross profit                 $ 52,788  $ 51,426  $ 53,127  $ 50,419  $207,760

Income before income taxes   $  6,762  $  4,292  $  8,498  $  3,783  $ 23,335

Net income                   $  3,718  $  2,887  $  5,093  $  3,500  $ 15,198

Net income per common share  $    .60  $    .47  $    .82  $    .56  $   2.45

Net income per common share,
assuming dilution            $    .57  $    .44  $    .78  $    .53  $   2.32
------------------------     --------   -------  --------   -------   ---------


(In thousands except per share data)   Year ended December 31, 2001
--------------------------   --------  ---------- -------- --------- ----------
Quarter                       First     Second    Third    Fourth      Year
--------------------------   -------- ---------- -------- ---------  ----------
Revenues                     $105,366  $119,897  $140,891  $126,102   $492,256

Gross profit                 $ 53,791  $ 58,088  $ 59,558  $ 57,181   $228,618

Income before income taxes   $  4,591  $  9,077  $ 13,666  $ 12,880   $ 40,214

Net income                   $  2,524  $  4,949  $  7,515  $  7,641   $ 22,629

Net income per common share  $    .41  $    .80  $   1.21  $   1.23   $   3.65

Net income per common share,
assuming dilution            $    .39  $    .76  $   1.15  $   1.16   $   3.46
------------------------     --------  --------   -------  --------    -------


                                       19
<PAGE>


Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

     The following  discussion  regarding our financial condition and results of
operations  for the  three  years  ended  December  31,  2002  should be read in
conjunction with the more detailed information and Financial Statements included
elsewhere herein. Certain statements in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" are  forward-looking  statements.
See  "Safe  Harbor  Statement   Cautionary   Notice  Regarding   Forward-Looking
Statements".

Critical Accounting Policies and Estimates

     General.  This  discussion  and  analysis of our  financial  condition  and
results of operations is based upon our consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these financial  statements requires us
to make  estimates  and  judgments  that affect the reported  amounts of assets,
liabilities,  revenues  and  expenses,  and  related  disclosure  of  contingent
liabilities.  (See Note 1 of the Notes to Consolidated Financial Statements.) On
an on-going basis, we evaluate estimates,  including those related to bad debts,
contingencies and litigation,  intangible  assets, and income taxes. We base our
estimates on historical  experience  and on various other  assumptions  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

     In December,  2001, the Securities and Exchange  Commission  (SEC) issued a
statement regarding the selection and disclosure by public companies of critical
accounting policies and practices.  The SEC indicated that a critical accounting
policy is one which is both important to the portrayal of a company's  financial
condition and results, and requires  management's most difficult,  subjective or
complex  judgments,  often as a result of the need to make  estimates  about the
effect of  matters  that are  inherently  uncertain.  We believe  the  following
critical accounting policies affect our more significant judgments and estimates
used in the preparation of the consolidated financial statements.

     Depreciation of rental  equipment.  We depreciate rental equipment over its
estimated  useful life,  after giving effect to an estimated  salvage value. The
useful life of our rental  equipment is determined  based on our estimate of the
period over which the asset will generate revenue  (generally 20 years), and the
residual  value  (typically  50% of original  cost) is  determined  based on our
estimate of the minimum value we could realize from the asset after this period.
The lives and  residual  values are  subject to periodic  evaluation  and may be
affected  by,  among  other  factors,  changes in building  codes,  legislation,
regulations,  local permitting and internal  factors which may include,  but are
not limited to, changes in equipment  specifications or maintenance policies. If
these estimates change in the future, we may be required to recognize  increased
or decreased depreciation expense for these assets.

     Allowance  for  doubtful   accounts.   We  are  required  to  estimate  the
collectibility of our trade  receivables.  Accordingly,  allowances for doubtful
accounts are maintained for estimated losses resulting from the inability of our
customers  to make  required  payments.  We  evaluate  a variety  of  factors in
assessing the ultimate  realization of these  receivables  including the current
credit-worthiness   of  customers.   The  allowance  for  doubtful  accounts  is
determined  based on  historical  collection  results in  addition to an ongoing
review of specific  customers.  If the financial condition of our customers were

                                       20
<PAGE>

to  deteriorate,  resulting in an impairment of their ability to make  payments,
additional allowances may be required, resulting in decreased net income.

     Contingencies.  We are subject to proceedings,  lawsuits,  and other claims
related to environmental,  product and other matters, and are required to assess
the likelihood of any adverse  judgments or outcomes to these matters as well as
potential  ranges of probable  losses. A determination of the amount of reserves
required,  if any,  for  these  contingencies  is made  after  analysis  of each
individual  matter.  The  required  reserves may change in the future due to new
developments  in  each  matter  or  changes  in  approach  such as a  change  in
settlement strategy in dealing with these matters.

     Goodwill and Other Intangible  Impairment.  We have significant  intangible
assets related to goodwill and other acquired intangibles.  The determination of
whether or not these assets are impaired involves significant  judgments.  After
adopting SFAS 142 in 2002,  goodwill was  determined  not to be impaired for the
year  ended  December  31,  2002.  Future  changes  in  strategy  and/or  market
conditions could significantly impact these judgments and require adjustments to
recorded asset balances.

     Income  Taxes.  As  part  of the  process  of  preparing  our  consolidated
financial  statements,  we are required to estimate  income taxes in each of the
jurisdictions  in which we  operate.  The  process  involves  estimating  actual
current tax expense along with assessing  temporary  differences  resulting from
differing treatment of items for book and tax purposes. These timing differences
result in  deferred  tax  assets  and  liabilities,  which are  included  in our
consolidated  balance  sheet.  We record a  valuation  allowance  to reduce  our
deferred  tax assets to the amount that is more likely than not to be  realized.
We have considered future taxable income and ongoing tax planning  strategies in
assessing the need for the valuation allowance.

General

     We are a holding  company formed in November 1993, and conduct our business
solely through Scotsman,  our 100% owned subsidiary.  We derive our revenues and
earnings from the leasing and sale of mobile office and storage units,  delivery
and  installation of those units and the provision of other  ancillary  products
and services. Leasing operations, which primarily comprise the leasing of mobile
office units and the sale of units from our lease fleet,  account for a majority
of our revenues and gross  profits.  Used mobile  office units are sold from our
lease fleet in the  ordinary  course of business at either fair market value or,
to a lesser extent, pursuant to pre-established lease purchase options. The sale
of used  units  results  in the  availability  of the total  cash  proceeds  and
generally results in the reporting of gross profit on such sales.

     New unit sales  revenues are derived  from the sale of new mobile  offices,
similar to those units leased by us.  Revenues  from  delivery and  installation
result from activities  related to the  transportation  and  installation of and
site  preparation for both leased and sold products.  Other revenues are derived
from other products and services including:  rental of steps,  furniture,  ramps
and  security  systems;  sales of parts and  supplies;  and charges for granting
insurance waivers and for damage billings.

     Although a portion of our business is with customers in industries that are
cyclical  in nature and  subject to  changes  in  general  economic  conditions,
management  believes that certain  characteristics  of the mobile office leasing
industry and their operating  strategies  should help to mitigate the effects of
economic downturns.  These  characteristics  include (i) our typical lease terms
which  include  contractual  provisions  requiring  customers to retain units on
lease for, on average,  12 months,

                                       21
<PAGE>

(ii) the  flexibility and low cost offered to our customers by leasing which may
be an attractive alternative to capital purchases, (iii) our ability to redeploy
units during regional recessions and (iv) the diversity of our industry segments
and the  geographic  balance of our  operations  (historically  during  economic
slowdowns, the construction industry which represented approximately 27% of 2002
revenues,  experiences  declines in  utilization  rates,  while  other  customer
segments, including education which represented approximately 26% of revenues in
2002, are more stable).

     On July 31, 2002, we acquired the leasing business of Northgate  Industries
Ltd. See Note 1 of the Notes to Consolidated Finacial Statements.

     On February 1, 2001, we acquired the sales and leasing business of Mckinney
Mobile Modular. See Note 1 of the Notes to Consolidated Finacial Statements.

Results of Operations

     2002  Compared  With 2001.  Revenues  in 2002 were $495.2  million,  a $2.9
million or .6% increase  from revenues of $492.3  million in 2001.  The increase
resulted  from a $7.8  million or 8.6%  increase  in sales of new units,  a $3.7
million or 3.8%  increase  in delivery  and  installation  revenues,  and a $1.7
million  or  7.8%  increase  in  sales  of  used  units.  These  increases  were
substantially  offset by an $11.0 million or 4.6%  decrease in leasing  revenue.
The  decrease  in leasing  revenue is  attributable  to a decrease  of $2 in the
average monthly rental rate, and a decrease in the average fleet  utilization of
four percent to 78%. The decrease in the average monthly rental rate is a result
of  the  softening  economic  and  related  business  conditions  combined  with
competitive  pricing and changes in fleet mix. The increases in sales of new and
used units,  and  delivery  and  installation  revenue are due to several  large
school projects.

     Gross profit in 2002 was $207.8  million,  a $20.9 million or 9.1% decrease
from 2001 gross profit of $228.6 million. The decrease primarily resulted from a
$18.4 million or 12.0%  decrease in leasing gross profit,  and a $2.5 million or
13.2%  decrease in delivery  and  installation  gross  profit.  The  decrease in
leasing  gross profit is a result of the decrease in leasing  revenue  described
above and a decline  in  leasing  margins  from  64.4% in 2001 to 59.4% in 2002.
Excluding depreciation and amortization, leasing margins decreased from 81.9% in
2001 to 79.6% in 2002. This margin  suppression was attributable to a decline in
average fleet utilization  coupled with fleet quality  improvement  initiatives.
The  decrease in delivery  and  installation  gross  profit is  attributable  to
continued competitive  pressures,  and to a lesser extent, a higher mix of lower
margin sales related projects.

     Selling,  general and administrative  (SG&A) expenses were $85.8 million, a
$3.2 million or 3.9% increase from 2001 expenses of $82.5  million.  The overall
increase in SG&A  expense is due  primarily to  increased  noncash  stock option
compensation  expense,  and increased  insurance and property  costs,  partially
offset by our continued  cost control  initiatives  that commenced in the second
half of 2001.

     Interest  expense  decreased  by .3% to $85.2  million  in 2002 from  $85.5
million in 2001. This net decrease is the result of a decrease of  approximately
155 basis points in effective  interest  rates on our variable rate debt for the
year, and a $128.7 million or 21.2% decrease in the average credit facility debt
over 2001,  partially  offset by (a) interest  expense on the additional  $150.0
million of senior notes and $182.0 million in additional  term loans and (b) the
additional   amortization  of  deferred  financing  fees,   resulting  from  the
additional  $150.0  million of senior  notes and the  refinancing  of our credit
facility.

                                       22
<PAGE>

     2001  Compared  With 2000.  Revenues in 2001 were $492.3  million,  a $60.1
million or 13.9%  increase from revenues of $432.1 million in 2000. The increase
resulted  from a $17.6  million or 8.0%  increase  in leasing  revenue,  a $17.8
million  or 24.3%  increase  in sales of new  units,  an $18.2  million or 23.1%
increase in  delivery  and  installation  revenue,  and a $5.8  million or 15.4%
increase in other revenue.  The increase in leasing revenue is attributable to a
10.7%  increase in the average  lease fleet to  approximately  92,300  units for
2001, combined with an increase of $3 in the average monthly rental rate, offset
by a decrease  in the  average  fleet  utilization  of two  percent to 82%.  The
increase  in the  average  monthly  rental  rate is a  result  of  overall  rate
improvement  in some of our  products  combined  with  changes in fleet mix. The
decrease in average fleet utilization is attributable to the softening  economic
and related  business  conditions.  The increase in sales of new units is due to
contracts assumed in connection with the Mckinney  acquisition  completed in the
first quarter,  as well as overall  system growth.  The increase in delivery and
installation  revenue is  attributable to the increase in sales of new units and
leasing revenue. Other revenue increased as a result of increases in high margin
ancillary products and services, primarily steps, ramps, relocations of customer
owned units, and charges for granting insurance waivers.

     Gross profit in 2001 was $228.6 million,  an $11.4 million or 5.2% increase
from 2000 gross profit of $217.2 million. The increase primarily resulted from a
$4.8 million or 3.3% increase in leasing  gross profit,  a $2.9 million or 22.4%
increase in new unit sales gross profit, and a $4.0 million or 12.9% increase in
gross  profit from other  revenue.  The  increase in leasing  gross  profit is a
result of the increase in leasing revenue described above offset by a decline in
leasing margins from 67.3% in 2000 to 64.4% in 2001. Excluding  depreciation and
amortization,  leasing  margins  decreased  from 84.0% in 2000 to 81.9% in 2001.
This  margin  suppression  was  attributable  to  a  decline  in  average  fleet
utilization coupled with incremental costs associated with increased turnover of
existing  fleet in certain  markets.  The  increase  in new unit sales and other
gross profit is the result of the increase in the revenue described above.

     Selling,  general and administrative  (SG&A) expenses were $82.6 million, a
$5.7 million or 7.4% increase from 2000.  The overall  increase in SG&A expenses
is  due  to an  increase  in  field  related  expenses,  primarily  payroll  and
occupancy,  incurred in  connection  with the fleet  growth  described  above in
addition to the underlying cost of doing business.

     During June 2001, we suffered a flood in one of our branch  locations.  The
estimated write off of destroyed fleet units is $1.5 million.

     Interest  expense  decreased  by 6.9% to $85.5  million  in 2001 from $91.9
million in 2000. This decrease is the result of a decrease of approximately  220
basis points in effective interest rates on our variable bank debt for 2001 from
2000, partially offset by increased borrowings to finance fleet growth.

     The  difference  between  our  reported  tax  provision  for the year ended
December 31, 2001 and the tax  provision  computed  based on statutory  rates is
primarily  attributable to non-deductible  goodwill amortization expense of $5.1
million.

Liquidity and Capital Resources

     During 2000,  2001 and 2002,  our principal  sources of funds  consisted of
cash  flow from  operating  and  financing  sources.  Cash  flow from  operating
activities of $86.9 million in 2000,  $60.2 million in 2001 and $98.9 million in
2002 was largely generated by the rental of units from our lease fleet and sales
of new mobile office units.

                                       23
<PAGE>

     We  believe  that  Adjusted  EBITDA  provides  the best  indication  of our
financial  performance  and  provides  the best  measure of our  ability to meet
historical  debt service  requirements.  We define  Adjusted  EBITDA as earnings
before deducting interest, income taxes, depreciation, amortization, and noncash
charges.  In 2002, noncash charges consists of noncash stock option compensation
expense of $5.3 million.  In 2001,  noncash charges  consisted of $.3 million of
noncash  stock  option  compensation  income and a $1.5 million  noncash  charge
related to a casualty loss. In 2000, noncash charges consisted of $.5 million of
noncash  stock option  compensation  expense.  We utilize  Adjusted  EBITDA when
interpreting  operating  trends and results of  operations  of our core business
operations.  Accordingly,  we believe that Adjusted EBITDA  provides  additional
information with respect to our overall operating performance and our ability to
incur and service  debt,  make capital  expenditures  and meet  working  capital
requirements.  However, Adjusted EBITDA should not be considered in isolation or
as a substitute to cash flow from operations,  net income,  or other measures of
performance prepared in accordance with generally accepted accounting principles
or as a measure of a company's  profitability or liquidity.  Our Adjusted EBITDA
decreased by $14.4 million or 7.7% to $173.1  million in 2002 compared to $187.6
million in 2001.  This  decrease in Adjusted  EBITDA is primarily  the result of
decreased  leasing and delivery and installation  gross profits described above,
partially  offset by decreased  SG&A expenses,  excluding  non-cash stock option
compensation expense. In 2001, our Adjusted EBITDA increased by $10.0 million or
5.6% to $187.5  million  compared to $177.6  million in 2000.  This  increase in
Adjusted  EBITDA  is a  result  of  increased  leasing  and new  sales  activity
described above, partially offset by increased SG&A expenses.

     Cash flow used in investing  activities was $128.3 million in 2000,  $125.5
million in 2001 and $40.1 million in 2002. Our primary capital  expenditures are
for the  discretionary  purchase  of new  units  for the  lease  fleet and units
purchased  through  acquisitions.  We seek to  maintain  our lease fleet in good
condition  at all times and we  generally  increase  the size of our lease fleet
only in  those  local or  regional  markets  experiencing  economic  growth  and
established  unit demand.  These  expenditures  increased the size of the rental
fleet by approximately  8,700 units during 2000, 5,700 units during 2001 and 100
units during 2002. Our fleet acquisition  strategy includes increasing our fleet
size in accordance with customer demand and the related  business  conditions of
the time. Due to the continued  softening of the economy in 2002, our fleet size
has remained  relatively flat as we have furthered our fleet quality initiatives
in lieu of purchasing new units.  The following  table sets forth our investment
in our lease fleet for the periods indicated.

                                                        Year Ended December 31,
                                                       2000       2001     2002
                                                       ----       ----     ----
                                                        (Dollars in millions)
     Gross capital expenditures for
     rental equipment:
           New units and betterments..............   $118.6    $106.2     $44.8
           Fleet acquisitions, excluding
                 acquired businesses                    4.0      21.4       6.3
                                                      -----     -----     -----
                                                      122.6     127.6      51.1
     Purchase price allocated to
                fleet of acquired businesses            5.3        --        --
     Proceeds from sale of
                used rental equipment...........      (21.6)    (22.2)    (24.0)
                                                      -----      ----     ------

     Net capital expenditures for
                rental equipment.........            $106.3    $105.4     $27.1
                                                      =====     =====      ====

     Lease fleet maintenance expenses included
            in the statement of operations........   $35.1      $43.0     $46.3
                                                     =====      =====      ====

                                       24
<PAGE>

     We believe we can manage the capital  requirements of our lease fleet,  and
thus our cash flow, through the careful monitoring of our lease fleet additions.
During  2000,  2001 and 2002,  we were able to sell used  units in the  ordinary
course of business  (excluding  units sold  pursuant  to purchase  options) at a
significant  percentage of their total  capitalized cost and at a premium to net
book value. Such capitalized costs include the cost of the unit as well as costs
of significant  improvements made to the unit. See further explanation below and
Note 2 of the Notes to Consolidated Financial Statements.  Historically, we have
recognized net gains on the sale of used units.

     Our maintenance and refurbishment program is designed to maintain the value
of lease fleet  units and realize  rental  rates and  operating  cash flows from
older units  comparable to those from newer units.  The sale of used units helps
preserve  the  overall  quality  of our lease  fleet  and  enhances  cash  flow.
Generally,  costs of improvements  and betterments  aggregating less than $1,000
per unit are  expensed  as  incurred.  Expenditures  greater  than  $1,000  that
significantly extend the economic useful life of a unit or that materially alter
a unit's  configuration  are  capitalized.  We estimate that the current  annual
capital  expenditures  (net of proceeds  from sales of used units)  necessary to
maintain our lease fleet and  facilities at their current size and condition are
approximately $25 million.

     Other  capital  expenditures  of $18.6  million,  $15.4  million  and $11.9
million in 2000,  2001 and 2002,  respectively,  consist  of items not  directly
related to the lease fleet, such as branch buildings, land, equipment, leasehold
improvements and management information systems.

     Cash  provided by financing  activities  of $43.3 million in 2000 and $63.3
million in 2001 and cash used in financing  activities  of $59.0 million in 2002
were primarily from  borrowings,  net of repayments,  under our revolving credit
facility.

     At December 31, 2001 we had $400.0 million of 9.875% senior notes due 2007.
In February 2002, we issued $150.0  million of additional  senior notes due 2007
under the  existing  indenture.  Net  proceeds  from the  issuance  were used to
permanently  repay our $58.1 million term loan and to repay borrowings under the
then existing revolving credit facility.

     On March 26, 2002, we entered into a new loan agreement that provides for a
$460.0 million  revolving  credit  facility,  a $210.0  million term loan,  both
maturing on December 31, 2006, and up to an additional  $30.0 million in term or
revolver commitments. In May 2002, we borrowed an additional $30.0 million under
term loans,  the proceeds from which were used to pay down revolver  borrowings.
The new loan  agreement  contains  restrictions  on the amount of dividends that
Scotsman can pay to us and requires  compliance with certain financial covenants
including  capital  expenditures,  interest  coverage,  and  leverage  and fleet
utilization levels.

     Availability  under the Credit Agreement was $186.4 million at December 31,
2002. In order to meet our future cash requirements, we intend to use internally
generated funds and to borrow under our credit facility.  Availability under the
credit agreement depends upon our continued  compliance with certain  covenants,
including certain financial ratios. Although we are currently in compliance with
all  financial  covenants  in our credit  agreement,  the credit  agreement  was
amended in February 2003 to revise certain utilization requirement covenants. We
believe we will have sufficient liquidity under our new revolving line of credit
and from cash generated  from  operations to fund our operations for the next 12
months.

                                       25
<PAGE>



     A summary table of our significant contractual obligations is as follows:

                                       Payments Due by Period
                                         ----------------------

                            Within       Years    Years      After     Total
                            Year 1       2 - 3    4 - 5     5 years
                            ------       -----    -------  ---------   -----

Short and long term debt
(a)                         $2,400      $4,800   $977,145   $   --   $984,345


Operating leases (b)         8,968      13,671      6,849    3,087     32,575
                             -----      ------    -------    -----     ------

Total contractual
obligations                $11,368     $18,471   $983,994   $3,087 $1,016,920


     (a)  As  more  fully  described  in  Note 5 to  Notes  of the  Consolidated
          Financial  Statements,  we have  borrowed  $197.7  million  under  the
          revolving  credit  facility as of December  31,  2002.  We also have a
          $238.2  million  term loan and $548.5  million of 9.875%  senior notes
          outstanding as of December 31, 2002.

     (b)  In accordance with Statement of Financial Accounting Standards No. 13,
          "Accounting for Leases," operating lease obligations are not reflected
          in the balance sheet.

          See  Operating Leases Item 8. Financial Statements and Supplementary
          Data - Notes to  Consolidated  Financial  Statements - Note 7
          Commitments for additional information.

     In addition,  we have $5.2 million of unfunded  standby  letters of credit,
for which the commitment expires in less than one year.

Seasonality

         Although demand from certain of our customers is somewhat seasonal, our
operations as a whole are not seasonal to any significant extent.

Inflation

     We believe that  inflation has not had a material  effect on our results of
operations.  However,  an inflationary  environment  could  materially  increase
interest rates on our floating rate debt. The price of used units sold by us and
the  replacement  cost of such units could also increase in such an environment.
Our standard lease  generally  provides for annual rental rate escalation at the
inflation  rate as determined  by the Consumer  Price Index after the end of the
initial lease term.  In addition,  we may seek to limit our exposure to interest
rate fluctuations by utilizing certain hedging mechanisms, although we are under
no obligation to do so.

                                       26
<PAGE>

Recent Accounting Pronouncements

     Goodwill  and  Other  Intangible   Assets.  In  June  2001,  the  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 142 ("FAS No. 142"),  Goodwill and Other  Intangible  Assets,  effective for
fiscal years  beginning  after December 15, 2001.  Prior to the adoption of this
standard in 2002,  goodwill was amortized on a straight-line basis over 20 to 40
years.  Under the new rules,  goodwill  (and  intangible  assets  deemed to have
indefinite  lives) are no longer amortized but are subject to annual  impairment
tests in accordance with the Statement.  Other intangible  assets continue to be
amortized over their useful lives.

     We adopted SFAS No. 142  effective  January 1, 2002. We performed the first
of these  required  tests  during  the  first  quarter  of 2002  and the  annual
impairment  test as of the beginning of the fourth quarter and  determined  that
goodwill was not impaired.


     Extinguishment  of Debt. In May 2002,  the Financial  Accounting  Standards
Board issued Statement of Financial  Accounting Standards No. 145, Rescission of
FASB  Statements  No. 4, 44, and 64,  Amendment  of FASB  Statement  No. 13, and
Technical Corrections,  effective for fiscal years beginning after May 15, 2002.
With the rescission of SFAS No. 4, gains and losses from the  extinguishment  of
debt should be classified as extraordinary  items only if they meet the criteria
in APB Opinion No. 30.

     We adopted SFAS No. 145 effective  January 1, 2002.  As a result,  the $1.6
million of deferred financing costs relating to our former credit agreement that
was  expensed  during the year ended  December  31, 2002 is included in interest
expense.

     Stock  Based  Compensation.  In December  2002,  the  Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 148,
Accounting for Stock-Based  Compensation - Transition and Disclosure,  effective
for fiscal years ending after December 15, 2002.

     We adopted SFAS 148 for disclosure  purposes and are  considering  adoption
for reporting purposes.

                                       27
<PAGE>

Item 8.  Financial Statements and Supplementary Data


                        INDEX TO FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULES

Financial Statements:
                                                                           Page
Scotsman Holdings, Inc. and Subsidiary:
         Report of Independent Auditors......................................29
         Consolidated Balance Sheets as of
                   December 31, 2002 and 2001................................30
         Consolidated Statements of Operations for the years ended
                   December 31, 2002, 2001 and 2000..........................31
         Consolidated Statements of Changes in
                   Stockholders' Equity (Deficit) for the years
                   ended December 31, 2002, 2001 and 2000....................32
         Consolidated Statements of Cash Flows for the years ended
                   December 31, 2002, 2001 and 2000..........................33
         Notes to Consolidated Financial Statements.......................34-48

Williams Scotsman, Inc. and Subsidiaries:
         Report of Independent Auditors......................................49
         Consolidated Balance Sheets as of
                  December 31, 2002 and 2001.................................50
         Consolidated Statements of Operations for the years ended
                  December 31, 2002, 2001 and 2000...........................51
         Consolidated Statements of Changes in
                  Stockholder's Equity (Deficit) for the years
                  ended December 31, 2002, 2001 and 2000.....................52
         Consolidated Statements of Cash Flows for the years ended
                  December 31, 2002, 2001 and 2000...........................53
         Notes to Consolidated Financial Statements.......................54-75

Financial Statement Schedules:
   Scotsman Holdings, Inc. and Subsidiary:
         Schedule I - Condensed Financial Information of Registrant......102-103

   Scotsman Holdings, Inc. and Subsidiary:
         Schedule II - Valuation and Qualifying Accounts....................104

     All  schedules  not listed have been  omitted  either  because they are not
required or, if required,  the required information is included elsewhere in the
financial statements or notes thereto.


                                       28


<PAGE>

                         Report of Independent Auditors


Board of Directors
Scotsman Holdings, Inc.

     We have audited the  accompanying  consolidated  balance sheets of Scotsman
Holdings, Inc. and subsidiary as of December 31, 2002 and 2001 and the related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for each of the three years in the period ended  December  31,  2002.  Our
audits also included the financial  statement  schedules  listed in the Index at
Item 15(a).  These  consolidated  financial  statements  and  schedules  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on the consolidated financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  consolidated  financial  position  of Scotsman
Holdings,  Inc.  and  its subsidiary  at  December  31,  2002  and  2001 and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 2002 in conformity  with accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement schedules,  when considered in relation to the basic
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.


     As discussed in Note 4 to the Financial  Statements,  effective  January 1,
2002,  the  Company  changed its method of  accounting  for  goodwill  and other
intangible assets.

                                                         /s/ Ernst & Young LLP
Baltimore, Maryland
January 31, 2003


                                       29
<PAGE>
<TABLE>
<CAPTION>



                    Scotsman Holdings, Inc. and Subsidiary
                           Consolidated Balance Sheets


                                                                                           December 31
                                                                                      2002             2001
                                                                                ---------------------------

                                                                                          (In thousands)
<S>                                                                               <C>             <C>

Assets
Cash                                                                              $      429      $      586
Trade accounts receivable, net of allowance for doubtful accounts of $1,071
   in 2002 and $1,298 in 2001                                                         63,965          74,336
Prepaid expenses and other current assets                                             25,468          25,628
Rental equipment, net of accumulated depreciation
   of $207,538 in 2002 and $178,046 in 2001                                          850,087         866,867
Property and equipment, net                                                           80,249          75,358
Deferred financing costs, net                                                         23,616          10,696
Goodwill                                                                             168,931         168,378
Other intangible assets, net                                                           3,238           3,679
Other assets                                                                          14,369          19,458
                                                                                   -------------------------

                                                                                  $1,230,352      $1,244,986
                                                                                   =========================

Liabilities and stockholders' equity (deficit)
Accounts payable and accrued expenses                                             $   53,002      $   50,297
Rents billed in advance                                                               18,773          25,796
Revolving credit facility                                                            197,691         564,922
Long-term debt                                                                       786,654         458,050
Deferred income taxes                                                                154,959         147,200
                                                                                  --------------------------
Total liabilities                                                                  1,211,079       1,246,265
                                                                                  --------------------------

Stockholders' equity (deficit):
   Common stock, $.01 par value.  Authorized: 10,000,000 shares; issued:
     9,507,407 shares in 2002 and 2001                                                    95              95
   Additional paid-in capital                                                        239,239         233,926
   Cumulative foreign currency translation adjustment                                 (1,386)         (1,505)
   Retained earnings                                                                  77,263          62,065
                                                                                  --------------------------

                                                                                     315,211         294,581
Less treasury stock - 3,312,608 common shares in 2002 and 3,310,808 common
   shares in 2001, at cost                                                          (295,938)       (295,860)
                                                                                  --------------------------
Net stockholders' equity (deficit)                                                    19,273          (1,279)
                                                                                  --------------------------
                                                                                  $1,230,352      $1,244,986
                                                                                  ==========================
See accompanying notes.
</TABLE>

                                                                         30
<PAGE>
<TABLE>
<CAPTION>


                    Scotsman Holdings, Inc. and Subsidiary
                      Consolidated Statements of Operations
                                                                      Year ended December 31
                                                              2002              2001              2000
                                                     ------------------------------------------------------

                                                            (In thousands except per share amounts)
Revenues
<S>                                                    <C>              <C>              <C>
Leasing                                                $     227,106    $     238,151    $      220,547
Sales:
   New units                                                  98,927           91,114            73,291
   Rental equipment                                           23,951           22,212            21,571
Delivery and installation                                    101,034           97,342            79,097
Other                                                         44,155           43,437            37,640
                                                     ------------------------------------------------------
Total revenues                                               495,173          492,256           432,146
                                                     ------------------------------------------------------


Cost of sales and services
Leasing:
   Depreciation and amortization                              45,834           41,761            36,720
   Other direct leasing costs                                 46,410           43,109            35,373
Sales:
   New units                                                  82,564           75,169            60,268
   Rental equipment                                           18,164           16,886            16,305
   Delivery and installation                                  84,540           78,339            59,670
   Other                                                       9,901            8,374             6,583
                                                     ------------------------------------------------------
         Total costs of sales and services                   287,413          263,638           214,919
                                                     ------------------------------------------------------
Gross profit                                                 207,760          228,618           217,227
                                                     ------------------------------------------------------


Selling, general and administrative expenses                  85,779           82,573            76,872
Other depreciation and amortization                           13,438           18,845            17,474
Interest, including amortization of deferred
   financing costs of $7,948, $5,269, and $4,931              85,208           85,486            91,860
Non-cash charge for casualty loss                                 --            1,500                 -
                                                     ------------------------------------------------------
Total operating expenses                                     184,425          188,404           186,206
                                                     ------------------------------------------------------
Income before income taxes                                    23,335           40,214            31,021
Income tax expense                                             8,137           17,585            14,938
                                                     ------------------------------------------------------

Net income                                           $        15,198   $       22,629    $       16,083
                                                     ======================================================


Earnings per common share:                           $         2.45    $         3.65    $         2.60
                                                     ======================================================


Earnings per common share, assuming dilution:        $         2.32    $         3.46    $         2.46
                                                     ======================================================


See accompanying notes.
</TABLE>

                                                                         31
<PAGE>
<TABLE>
<CAPTION>


                                                    Scotsman Holdings, Inc. and Subsidiaries
                                      Consolidated Statements of Changes in Stockholders' Equity (Deficit)



                                                                                           Cumulative
                                                                                         Foreign Currency
                                                                Additional
                                           Common Stock           Paid-in      Retained     Translation     Treasury
                                      --------------------
                                        Shares        Amount      Capital      Earnings     Adjustment      Stock         Total
                                      -------------------------------------------------------------------------------------------
                                                                       (In thousands)
<S>                                   <C>             <C>       <C>            <C>          <C>            <C>


Balance at December 31, 1999               6,197        $95      $233,725       $23,353           -        $(295,856)    $(38,683)

Appreciation in value of stock options         -          -           479             -            -               -          479
Foreign currency translation                   -          -             -             -         (457)              -         (457)
   adjustment
Net income                                     -          -             -        16,083            -               -       16,083
                                      -------------------------------------------------------------------------------------------
Balance at December 31, 2000               6,197         95       234,204        39,436         (457)       (295,856)     (22,578)

Purchase of 75 shares of treasury
   stock                                       -          -             -             -           -               (4)          (4)
Decrease in value of stock options             -          -          (278)            -           -                -         (278)
Foreign currency translation
   adjustment                                  -          -             -             -      (1,048)               -       (1,048)
Net income                                     -          -             -        22,629           -                -       22,629
                                      -------------------------------------------------------------------------------------------

Balance at December 31, 2001               6,197        $95  $    233,926      $ 62,065     $(1,505)      $ (295,860)   $  (1,279)

Non-cash stock option compensation
   expense                                     -          -         5,313             -           -                -        5,313
Purchase of 1,800 shares of
   treasury stock                              -          -             -             -           -              (78)         (78)
Foreign currency translation
   adjustment                                  -          -             -             -         119                -          119
Net income                                     -          -             -        15,198           -                -       15,198
                                      -------------------------------------------------------------------------------------------

Balance at December 31, 2002               6,197        $95  $    239,239      $ 77,263     $(1,386)      $ (295,938)   $  19,273
                                      ===========================================================================================

</TABLE>

See accompanying notes.
                                                                           32

<PAGE>
<TABLE>
<CAPTION>


                                                   Scotsman Holdings, Inc. and Subsidiary
                                                    Consolidated Statements of Cash Flows
                                                                                       Year ended December 31
                                                                                   2002            2001             2000
                                                                      ----------------------------------------------------------

                                                                                           (In thousands)
Cash flows from operating activities
<S>                                                                           <C>                  <C>         <C>

Net income                                                                    $    15,198          $22,629     $   16,083
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                                 66,614           65,875         59,125
     Provision for bad debts                                                        3,767            4,204          3,697
     Deferred income tax expense                                                    7,759           17,333         14,683
     Non-cash option compensation expense (income)                                  5,313             (278)           479
     Gain on sale of rental equipment                                              (5,787)          (5,326)        (5,266)
     Decrease (increase) in net trade accounts receivable                           6,604          (24,624)          (337)
     Increase (decrease) in accounts payable and accrued expenses,                  2,485           (5,451)         1,579
       including reserve for casualty loss
     Other                                                                         (3,091)         (14,168)        (3,121)
                                                                      ----------------------------------------------------------

Net cash provided by operating activities                                          98,862           60,194         86,922
                                                                      ----------------------------------------------------------

Cash flows from investing activities
Rental equipment additions                                                        (44,793)        (106,177)      (122,617)
Proceeds from sales of rental equipment                                            23,951           22,212         21,571
Acquisition of businesses, net of cash acquired                                    (7,308)         (26,114)        (8,687)
Purchase of property and equipment, net                                           (11,901)         (15,379)       (18,571)
                                                                      ----------------------------------------------------------
Net cash used in investing activities                                             (40,051)        (125,458)      (128,304)
                                                                      ----------------------------------------------------------

Cash flows from financing activities
Proceeds from debt                                                              1,123,473          547,129        493,748
Repayment of debt                                                              (1,162,427)        (483,267)      (450,461)
Increase in deferred financing costs                                              (20,263)            (557)             -
Amortization of bond premium                                                          327                -              -
Payments to acquire treasury stock                                                    (78)              (4)             -
                                                                      ----------------------------------------------------------

Net cash (used in) provided by financing activities                               (58,968)          63,301         43,287
                                                                      ----------------------------------------------------------

Net (decrease) increase in cash                                                      (157)          (1,963)         1,905

Cash at beginning of period                                                           586            2,549            644
                                                                      ----------------------------------------------------------

Cash at end of period                                                         $       429       $      586       $  2,549
                                                                      ==========================================================


Supplemental cash flow information:
   Cash paid for income taxes                                                 $       573       $      306      $     196
                                                                      ==========================================================
   Cash paid for interest                                                     $    76,744       $   89,351      $  81,653
                                                                      ==========================================================
See accompanying notes.
</TABLE>
                                                                             33

<PAGE>


                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                (Dollars in thousands, except per share amounts)
                           December 31, 2002 and 2001

1.  Organization and Basis of Presentation

     Scotsman  Holdings,  Inc. was organized in November 1993 for the purpose of
acquiring  Williams Scotsman  (Scotsman).  The operations of Scotsman  Holdings,
Inc. and its subsidiary (the Company)  consist of the leasing and sale of mobile
offices, storage products, and their delivery and installation.  Included in the
operations of Scotsman are its 100% owned subsidiaries,  Willscot Equipment, LLC
(Willscot),  and Williams Scotsman of Canada,  Inc. Willscot,  a special purpose
subsidiary, was formed in May 1997; its operations are limited to the leasing of
its mobile  office  units to the  Company  under a master  lease.  Additionally,
Willscot  has entered into a management  agreement  with the Company  whereby it
pays a fee to the Company in an amount equal to the rental and other income (net
of depreciation expense) it earns from the Company. Therefore, Willscot earns no
net income. These 100% owned subsidiaries are guarantors of the Company's credit
facility. The 9.875% senior notes are fully and unconditionally  guaranteed on a
senior  unsecured basis by the Company's 100% owned  subsidiaries,  Space Master
International,  Inc., Evergreen Mobile Company,  Truck & Trailer Sales, Inc. and
Williams  Scotsman  of  Canada,  Inc.  Willscot  has fully  and  unconditionally
guaranteed the senior notes on a subordinated basis.

     The operations of the Company consist  primarily of the leasing and sale of
mobile offices,  modular  buildings and storage  products  (equipment) and their
delivery and installation.

Acquisition of Northgate Industries Ltd

     On July 31, 2002 the Company acquired the mobile office and storage product
fleet of Northgate Industries Ltd., an Edmonton,  Alberta-based Canadian company
that was involved in the leasing of mobile  offices to industrial  markets.  The
transaction was accounted for under the purchase method of accounting with a net
purchase price of $7.0 million being  allocated to the  identifiable  net assets
acquired of $6.6 million with the excess of $.4 million  representing  goodwill.
The purchase price  allocation was based upon estimates of the fair value of the
net assets acquired.  The acquisition,  which added over 500 units at a value of
approximately $6.3 million, was financed with borrowings under the Company's new
credit facility.

Acquisition of Mckinney Mobile Modular

     On  February 1, 2001,  the Company  acquired  the mobile  office  sales and
leasing  business of  Mckinney  Mobile  Modular,  a  privately  held  California
corporation  (Mckinney) in a transaction accounted for under the purchase method
of  accounting.   Total  consideration  for  the  acquisition  of  Mckinney  was
approximately $26.1 million, including the repayment of existing indebtedness of
Mckinney.  The  purchase  price paid was  allocated to the  identifiable  assets
acquired of $21.6 million with the excess of $5.5 million representing  goodwill
and other  intangible  assets.  The purchase price allocation was based upon the
estimates of the fair value of the assets acquired. The acquisition, which added
over 1,600 units at a value of  approximately  $21.4 million,  was financed with
borrowings under the Company's then existing credit facility.

                                       34
<PAGE>


                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

1.  Organization and Basis of Presentation (continued)

New Accounting Pronouncements

     Goodwill  and  Other  Intangible   Assets.  In  June  2001,  the  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS No. 142"),  Goodwill and Other Intangible  Assets,  effective for
fiscal years  beginning  after December 15, 2001.  Prior to the adoption of this
standard,  goodwill was amortized on a straight-line  basis over 20 to 40 years.
Under the new rules,  goodwill (and intangible  assets deemed to have indefinite
lives) are no longer  amortized  but are subject to annual  impairment  tests in
accordance with the Statement.  Other intangible assets continue to be amortized
over their useful lives.

     The Company has adopted SFAS No. 142 effective January 1, 2002. The Company
performed the first of these required tests during the first quarter of 2002 and
the  annual  impairment  test as of the  beginning  of the  fourth  quarter  and
determined that goodwill was not impaired.

     Extinguishment  of Debt. In May 2002,  the Financial  Accounting  Standards
Board issued Statement of Financial  Accounting Standards No. 145, Rescission of
FASB  Statements  No. 4, 44, and 64,  Amendment  of FASB  Statement  No. 13, and
Technical Corrections,  effective for fiscal years beginning after May 15, 2002.
With the rescission of SFAS No. 4, gains and losses from the  extinguishment  of
debt should be classified as extraordinary  items only if they meet the criteria
in APB Opinion No. 30.

     The  Company  has  adopted  SFAS No. 145  effective  January 1, 2002.  As a
result,  the $1.6 million of deferred  financing costs relating to the Company's
former  credit  agreement  that were  expensed  during the year  ended  December
31,2002 are included in interest expense.

     Stock  Based  Compensation.  In December  2002,  the  Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 148,
Accounting for Stock-Based  Compensation - Transition and Disclosure,  effective
for fiscal years ending after December 15, 2002.

     The Company has adopted SFAS 148 for disclosure purposes and is considering
adoption for reporting purposes.

                                       35
<PAGE>

                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

2.  Summary of Significant Accounting Policies

     The accompanying  consolidated financial statements include the accounts of
the Company and its 100% owned subsidiaries.  Significant  intercompany accounts
and transactions have been eliminated in consolidation.

(a)    Use of Estimates

       The preparation of the financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the amounts reported in the financial statements
       and accompanying notes. Actual results could differ from these estimates.

(b)    Leasing Operations

       Equipment is leased generally under operating leases  and,  occasionally,
       under sales-type lease arrangements. Operating  lease  terms  generally
       range  from  3  months  to  60  months,  and  contractually  averaged
       approximately 12 months at December 31, 2002. Rents billed in advance are
       initially deferred and  recognized  as  revenue  over  the  term  of  the
       operating leases. Rental equipment  is  depreciated  by the straight-line
       method using an estimated economic  useful  life  generally  of  10 to 20
       years and an estimated residual value of typically 50%.

       Costs of improvements and betterments are capitalized,  whereas costs of
       replacement items, repairs and  maintenance  are  expensed  as  incurred.
       Costs incurred for equipment to meet particular lease specifications are
       capitalized and  depreciated  over  the  lease term.  However,  costs
       aggregating less than $1 per unit  are  generally expensed  as  incurred.

(c)    Deferred Financing Costs

       Costs of obtaining debt are amortized using the straight-line method over
       the term of the debt.

(d)    Property and Equipment

       Depreciation is computed  by  the  straight-line  method  over  estimated
       useful lives ranging from 15 to 40 years for buildings  and  improvements
       and 3 to 10 years for furniture and equipment.  Maintenance  and  repairs
       are charged to expense as incurred.

                                       36


<PAGE>


                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

(e)    Goodwill and Other Intangible Assets

       The excess of cost over fair values of net assets acquired  in  purchase
       transactions has been recorded as goodwill. In accordance with  SFAS 142,
       goodwill (and intangible assets deemed to have indefinite lives)  are no
       longer amortized but are subject to annual impairment tests in accordance
       with the Statement. The Company performed the  first  of  these  required
       tests during the first quarter of 2002 and the annual impairment  test as
       of the beginning of the fourth quarter and determined that goodwill  was
       not impaired.

       On a periodic basis, the Company  evaluates the  carrying  value  of  its
       intangible assets to determine if  the  facts and  circumstances  suggest
       that intangible assets may be impaired. If  this  review  indicates  that
       intangible  assets  may  not  be  recoverable, as   determined   by   the
       undiscounted cash flow of the Company  over  the  remaining  amortization
       period, the Company's carrying  value  of  intangible  assets  would  be
       reduced by the estimated  shortfall of cash flows, on a discounted basis.

(f)    Income Taxes

       Deferred tax assets and liabilities  are  recognized  for  the  estimated
       future tax consequences attributable to differences between the financial
       statement carrying amounts of existing assets and liabilities  and  their
       respective tax bases. Deferred tax assets and liabilities  are  measured
       using enacted tax rates in effect for the year in which  those  temporary
       differences are expected to be recovered  or  settled.  The  effect  on
       deferred tax  assets  and liabilities  of  a  change  in  tax  rates  is
       recognized in income in the  period  that  includes  the  enactment date.

(g)    Revenue Recognition

       The Company's revenue recognition policy is to recognize rental income
       ratably over the month on a daily basis. Billings for periods extending
       beyond the month end are recorded as deferred income. Sales revenue is
       recognized at the time the units are delivered and installed, with the
       exception of long-term construction-type sales contracts for which
       revenue is recognized under the percentage of completion method. Under
       this method, income is recognized based on the incurred costs to date
       compared to estimated total costs. All other revenue is recognized when
       related services have been performed.

                                       37


<PAGE>

                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

(h)    Accounts Receivable

       The Company's accounts receivable consist of amounts  due from  customers
       throughout the United States and  Canada.  Collateral  is  generally  not
       required.  The  Company  provides  an  allowance  for  doubtful  accounts
       receivable by a charge to operations in amounts equal  to  the  estimated
       losses expected  to  be incurred  in collection  of  the  accounts.  The
       estimated losses are based  on  historical  collection  experience and a
       review of the current  status  of  the  existing  receivables.  Customer
       accounts are written off against the allowance for doubtful accounts when
       an account is determined to be uncollectible.

(i)    Reclassifications

       Certain prior year amounts have been reclassified to conform to current
       year presentation.

(j)    Earnings Per Share

       The following table sets forth the  components  of  the  weighted-average
       shares outstanding for the basic and diluted earnings per share
       computations:

                                                    December 31
                                        2002            2001            2000
                                     ------------ --------------- ------------
       Weighted-average shares-basic
           earnings per share         6,195,184      6,196,623       6,196,674
       Effect of employee
           stock options
                                        347,776        338,068         340,787
                                     ------------ --------------- ------------
       Weighted-average
           shares-diluted
           earnings per share         6,542,960      6,534,691       6,537,461
                                     ============ =============== ============




                                       38

<PAGE>


                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements


3.  Property and Equipment

Property and equipment consist of the following:

                                                      December 31
                                                  2002             2001
                                           -----------------------------------


Land                                         $     19,441         $  17,223
Buildings and improvements                         33,145            28,162
Furniture and equipment                            65,515            61,331
                                           -----------------------------------

                                                  118,101           106,716
Less accumulated depreciation                      37,852            31,358
                                           -----------------------------------

Net property and equipment                   $     80,249         $  75,358
                                           ===================================


4.  Goodwill and Other Intangible Assets

     The Company has adopted SFAS No. 142 effective  January 1, 2002. Under SFAS
No. 142 goodwill and certain identified intangibles with indefinite lives are no
longer  amortized,  rather  they are  subject to annual  impairment  tests.  The
Company  performed the first of these required tests during the first quarter of
2002 and determined that goodwill is not impaired. Prior to the adoption of this
standard,  goodwill was amortized on a straight-line  basis over 20 to 40 years.
Amortization expense for the year ended December 31, 2002 was $.8 million, which
represents the amortization  related to the identified  intangible  assets still
required to be amortized  under SFAS No. 142.  These  include  covenants  not to
compete and customer base,  which are being amortized on a  straight-line  basis
over  periods  of 24 to 228  months.  Amortization  expense  relating  to  these
identified intangibles for each of the next five years is as follows:



                            2003                      $713
                            2004                       559
                            2005                       548
                            2006                       215
                            2007                       142



                                       39

<PAGE>
<TABLE>
<CAPTION>


                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements



4.  Goodwill and Other Intangible Assets (continued)

     Under  SFAS  No.  142  assembled  workforce  is  not  considered  to  be an
intangible  asset.  The Company has  reclassified  this asset to  goodwill.  The
effect of the  adoption of SFAS No. 142 as of December 31, 2002 and December 31,
2001 is summarized in the following tables:

                                    --------- December 31, 2002 ---------        --------- December 31, 2001---------

                                    Gross                        Net             Gross                       Net
                                   Carrying      Accumulated     Book           Carrying     Accumulated     Book
                                    Amount       Amortization    Value           Amount      Amortization    Value
                                   --------      ------------    -------        --------     ------------    -------
<S>                                <C>           <C>             <C>            <C>          <C>             <C>

   Goodwill                        $183,717      $     15,215    $168,502       $183,164     $     15,215    $167,949

   Intangible
     assets with
     indefinite
     lives as of
     January 1,
     2002
--------------------
      Assembled
      Workforce                    $    801      $        372    $    429       $    801     $        372    $    429

<CAPTION>


                                   --------- December 31, 2002 ---------        --------- December 31, 2001---------

                                    Gross                        Net             Gross                       Net
                                   Carrying      Accumulated     Book           Carrying     Accumulated     Book
                                    Amount       Amortization    Value           Amount      Amortization    Value
                                   --------      ------------    -------        --------     ------------    -------
<S>                                <C>           <C>             <C>            <C>          <C>             <C>


          Intangible
            Assets with
            Finite lives
            as of
            January  1, 2002
       ---------------------


                Non-
               Compete
             Agreements            $3,445        $     1,795     $ 1,650       $3,128        $      1,142    $1,986
              Customer
                Base                2,000                412       1,588        2,000                 307     1,693
                                    -----              -----       -----        -----               -----     -----
                                   $5,445        $     2,207     $ 3,238       $5,128        $      1,449    $3,679
                                   ======             ======       =====       ======              ======     =====

                                                                    40

</TABLE>
<PAGE>
                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements



4.  Goodwill and Other Intangible Assets (continued)

     A summary of the changes in the  carrying  amount of goodwill  for the year
ended December 31, 2002 is as follows:

                                              Gross Carrying        Accumulated
                                                 Amount             Amortization
                                              --------------        ------------
                  As of December 31, 2001        $183,164             $ 15,215

                  Net Goodwill Acquired               553                   --
                                              -------------         ------------

                  As of December 31, 2002        $183,717             $ 15,215
                                              =============         ============


     As required  by SFAS No. 142,  the results of the prior years have not been
restated.  A reconciliation of net income as if SFAS No. 142 had been adopted as
of January 1, is  presented  below for the three years ended  December 31, 2002,
2001, and 2000, respectively.


                                               2002        2001          2000
                                               ----        ----          ----


          Reported net income                $15,198      $22,629      $16,083
          Add back:
          Goodwill and Other Intangible
          amortization (net of tax)                -        4,735        4,549
                                             -------       ------       ------
          Adjusted net income                $15,198      $27,364      $20,632
                                             =======      =======      =======

          Earnings per share: basic
                    Reported net income        $2.45        $3.65        $2.60
                                               =====        =====        =====
                    Adjusted net income        $2.45        $4.42        $3.33
                                               =====        =====        =====

          Earnings per share: diluted
                    Reported net income        $2.32        $3.46        $2.46
                                               =====        =====        =====
                    Adjusted net income        $2.32        $4.19        $3.16
                                               =====        =====        =====

                                       41

<PAGE>



                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

5.  Revolving Credit Facility and Long-Term Debt

Debt consists of the following:
                                                            December 31
                                                         2002         2001
                                                   ---------------------------


Borrowings under revolving credit facility           $  197,691     $  564,922
Term loan                                               238,200         58,050
9.875% senior notes, net of
     unamortized discount of $1,546 in 2002             548,454        400,000

                                                   ---------------------------
                                                     $  984,345     $1,022,972
                                                   ===========================

     In February 2002,  the Company  issued $150.0 million of additional  9.875%
senior notes under its  existing  indenture.  The  additional  notes,  which are
subject to all of the same terms and  conditions  as the $400,000 of  previously
issued notes,  were issued at a price of 98.75%.  Net proceeds from the issuance
were used to permanently repay the outstanding balance of the term loan ($58,050
plus  accrued  interest)  and to reduce  outstanding  borrowings  under the then
existing revolving credit facility.  On March 26, 2002, the Company entered into
a new credit  facility,  the net proceeds  from which were used to refinance its
existing credit facility.  The new loan agreement  provides for a $460.0 million
revolving credit facility, a $210.0 million term loan, both maturing on December
31, 2006, and up to an additional $30.0 million in term or revolver commitments.
In May 2002, the Company borrowed an additional $30.0 million of term loans, the
proceeds from which were used to pay down revolver borrowings.

     Interest on  borrowings  under the  revolver is payable at a rate of either
prime plus 1.75% or the Eurodollar rate plus 3.0%. The weighted average interest
rates of the  revolver  under  the  credit  agreement  were  4.74%  and 4.22% at
December 31, 2002 and 2001, respectively.

     Principal  payments  due on the term loan are equal to 1% per year  payable
quarterly  through September 30, 2006 with the balance due on December 31, 2006.
Interest on the term loan is payable at a rate of either prime plus 1.75% or the
Eurodollar rate plus 3.00%. The weighted average interest rates of the term loan
under the credit  agreement  were 4.75% and 5.25% at December 31, 2002 and 2001,
respectively.

     Borrowings under the new credit facility,  which are based upon a borrowing
base calculation,  are secured by a first priority lien on and security interest
in  the  Company's  rental  equipment,  accounts  receivable  and  property  and
equipment.  In addition to the restrictions and limitations  described under the
note agreement,  including restrictions on the amount of dividends that Scotsman
can pay to us, the new loan agreement requires compliance with certain financial
covenants  including  capital  expenditures,  interest coverage and leverage and
fleet  utilization  levels.  The Company was in compliance  with such  covenants
during 2002.


                                       42

<PAGE>

                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

5.  Revolving Credit Facility and Long-Term Debt (continued)


     The  9.875%  senior  notes  are due  June 1,  2007  with  interest  payable
semi-annually on June 1 and December 1 of each year. On June 1, 2002, the senior
notes became  redeemable at the option of the Company,  at a redemption price of
104.938% for the following  12-month  period.  On June 1, 2003, the senior notes
are redeemable at the option of the Company,  at a redemption  price of 102.469%
during the 12-month period beginning June 1, 2003 and 100% thereafter.

     The  9.875%  senior  notes are fully and  unconditionally  guaranteed  on a
senior  unsecured basis by the Company's 100% owned  subsidiaries,  Space Master
International,  Inc., Evergreen Mobile Company,  Truck & Trailer Sales, Inc. and
Williams  Scotsman  of  Canada,  Inc.  Willscot  has fully  and  unconditionally
guaranteed  the  senior  notes  on  a  subordinated   basis.  These  100%  owned
subsidiaries  (Guarantor  Subsidiaries),  act as joint and several guarantors of
the senior notes.

     At  December  31, 2002 and 2001,  the fair value of debt was  approximately
$944,641 and $1,016,972,  respectively,  based on the quoted market price of the
senior  notes and the book value of the credit  facility,  which are  adjustable
rate notes.

     Letter of credit obligations at December 31, 2002 and 2001 were $5,172, and
$2,820, respectively.

6.  Income Taxes

     Deferred  income  taxes  related to temporary  differences  between the tax
bases of assets and  liabilities  and the  respective  amounts  reported  in the
financial statements are summarized as follows:

                                                          December 31
                                                      2002          2001
                                                  ---------------------------

Deferred tax liabilities:
   Cost basis in excess of tax basis of
        assets and accelerated tax depreciation:
        Rental equipment                            $256,986       $ 243,222
        Property and equipment                         1,042             818
       Other                                           2,582           2,504
                                                  ---------------------------

           Total deferred tax liabilities            260,610         246,544
                                                  ---------------------------
Deferred tax assets:
   Allowance for doubtful accounts                       423             467
   Rents billed in advance                             7,893          10,321
   Stock option compensation                           3,911           1,861
   Deferred compensation                                 537             704
   Net operating loss carryovers                      93,963          85,849
   Alternative minimum tax credit carryovers           1,759           1,759
   Other                                                 565           1,783
                                                  ---------------------------

                                                     109,051         102,744
   Less:  valuation allowance                         (3,400)         (3,400)
                                                  ---------------------------

         Total deferred tax assets                   105,651          99,344
                                                  ---------------------------

Net deferred tax liabilities                        $154,959        $147,200
                                                  ===========================

                                       43
<PAGE>

                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements


6.  Income Taxes (continued)

     At  December  31,  2002,  the  Company had net  operating  loss  carryovers
available for federal income tax purposes of $237,104 (net of related  valuation
allowance),  of which $80,186 (net of related  valuation  allowance)  relates to
pre-recapitalization  loss  carryovers  that are subject to certain  limitations
under the Internal Revenue Code.  These net operating loss carryovers  expire at
various dates from 2003 to 2022. Also, alternative minimum tax credit carryovers
of approximately $1,759 are available without expiration limitations.

Income tax expense consists of the following:

                                               Years ended December 31
                                         2002          2001          2000
                                    -------------------------------------------


Current                                $     378     $     252     $     255
Deferred                                   7,759        17,333        14,683
                                    -------------------------------------------

                                       $   8,137     $  17,585     $  14,938
                                    ===========================================


Federal                                $   6,461     $  13,683     $  12,626
State                                      1,368         2,489         2,312
Foreign                                      308         1,413             -
                                    -------------------------------------------

                                       $   8,137     $  17,585     $  14,938
                                    ===========================================

     The  provision  for income taxes is  reconciled  to the amount  computed by
applying the Federal  corporate tax rate of 35% to income before income taxes as
follows:

                                                Years ended December 31
                                            2002          2001          2000
                                       ----------------------------------------


Income tax at statutory rate              $  8,167      $  14,076       $10,857
State income taxes, net of
     federal tax benefit                       889          1,618         1,503
Amortization of goodwill and
     other intangible assets                    70          1,776         1,702
Other                                         (989)           115           876
                                       ----------------------------------------

                                          $  8,137      $  17,585       $14,938
                                       ========================================

                                       44

<PAGE>

                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

7.  Commitments

     The Company is obligated under  noncancelable  operating  leases of certain
equipment, vehicles and parcels of land. At December 31, 2002 approximate future
minimum rental payments are as follows:


                           2003                     8,968
                           2004                     7,544
                           2005                     6,127
                           2006                     4,273
                           2007                     2,576
                           Thereafter               3,087
                                                    -----

         Total minimum future lease payments      $32,575
                                                   ======

Rent expense was $12,901, in 2002, $11,490, in 2001, and $9,839, in 2000.


8.  Employee Benefit Plans

     The Company has adopted a defined contribution plan (the 401(k) Plan) which
is intended to satisfy the tax  qualification  requirements of Sections  401(a),
401(k),  and 401(m) of the Internal  Revenue Code of 1986 (the Code). The 401(k)
Plan covers  substantially all employees and permits  participants to contribute
up to the dollar  limit  described  in Section  402(g) of the Code  ($11,000  in
2002).  All  amounts  deferred  under this  salary  reduction  feature are fully
vested.  In accordance  with the Economic Growth and Tax Relief Act of 2001, the
Plan also allows employees over the age of 50 to contribute an additional $1,000
as a "catch-up contribution."

     The 401(k)  Plan has a  "matching"  contribution  feature  under  which the
Company may contribute a percentage of the amount deferred by each  participant,
excluding the "catch-up contribution." Such percentage, if any, is determined by
the Board of Directors at their discretion. The Plan also has a "profit sharing"
feature,  under  which  the  Company  may  contribute,  at  its  discretion,  an
additional amount allocable to the accounts of active  participants  meeting the
aforementioned  eligibility  requirements.  Contributions made by the Company on
behalf of a 401(k) Plan  participant vest ratably during the first five years of
employment and 100%  thereafter.  Matching  contributions  by the Company to the
401(k) Plan were  approximately $668 in 2002, $587 in 2001, and $477 in 2000. No
contributions have been made by the Company under the profit-sharing feature.

     The Company has adopted a Deferred  Compensation  Plan for Executives which
is meant to be an unfunded  deferred  compensation  plan maintained for a select
group of  management  within  the  meaning of  Sections  201(2),  301(a)(3)  and
401(a)(1)  of the Employee  Retirement  Income  Security Act of 1974.  This plan
allows key  employees to defer a specified  amount of their  compensation  until
termination or upon the occurrence of other specified  events.  Such amounts are
placed in the

                                       45
<PAGE>



                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

8.  Employee Benefit Plans (continued)

investment vehicles of the employee's choice. As of December 31, 2002, the total
amount deferred under this plan, including earnings, was approximately $649.

     The  Company  adopted a stock  option plan for  certain  key  employees  of
Scotsman.  The plan was subsequently  amended and restated in 1998 (the "Amended
and Restated 1997 Employee  Stock Option  Plan").  Under the plan, up to 479,500
options to purchase our outstanding common stock may be granted. The options are
granted  with an exercise  price equal to the fair value of the shares as of the
date of grant.  Fifty  percent of the options  granted  vest  ratably  over five
years,  and fifty percent vest based on the Company  meeting  certain  financial
goals over the same five periods.  All options  expire 10 years from the date of
grant. The Company is accounting for the options using variable plan accounting.
Under this plan, 6,300,  23,300,  and 46,100 options were granted in 2002, 2001,
and 2000  respectively.  For those  options in which both the grant date and the
measurement date were known, the Company recognized compensation (income)expense
of approximately ($278) and $479, in 2001 and 2000, respectively. During 2002, a
modification  was made for the continuation of certain  employees  options after
their  termination  from  the  Company.  As  a  result,  non-cash  stock  option
compensation expense of approximately $5,313 was recognized.

     Prior to the 1997 recapitalization,  the Company had adopted a stock option
plan for certain key employees ("1994 Employee Stock Option Plan").  The options
were granted with an exercise  price equal to the fair value of the shares as of
the date of grant. All options  outstanding  under this plan became fully vested
in conjunction with the recapitalization.

     Pro  forma  information  required  by  Statement  of  Financial  Accounting
Standards No. 123,  "Accounting  for  Stock-Based  Compensation,"  as amended by
Statement of Financial  Accounting  Standards No. 148, has been determined as if
the Company had accounted for its employee stock options under the minimum value
method of that  Statement.  The minimum value for these options was estimated at
the date of grant by  calculating  the  excess of the fair value of the stock at
the date of grant  over the  present  value of both the  exercise  price and the
expected  dividend  payments,  each  discounted at the risk free rate,  over the
expected exercise life of the option. The following weighted average assumptions
were used for 2002, 2001 and 2000:  risk-free  interest rate of 3.8%,  4.5%, and
6.3%,  respectively;  weighted  average expected life of the options of 5 years;
and no  dividends.  In  addition  to the pro forma  expense on options  granted,
certain  options were modified in the current year. In determining the pro forma
expense  related to these  modified  options,  the  Company  used the  following
assumptions:  risk free interest rates of 2.8% to 3.5%, expected life of options
of 3 to 5 years, and no dividends.

                                       46
<PAGE>
<TABLE>
<CAPTION>


                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

8.  Employee Benefit Plans (continued)

     For purposes of pro forma  disclosures,  the estimated minimum value of the
options is amortized to expense over the options' vesting period.  Note that the
effects of applying  SFAS 123 for pro forma  disclosure  in the current year are
not necessarily representative of the effects on pro forma net income for future
years. The Company's pro forma information follows:

                                               2002         2001        2000
                                           -----------  ------------ -----------
As Reported:
Noncash stock option compensation expense
      (income), gross                          $ 5,313      $  (278)   $   479
Net Income                                      15,198       22,629     16,083
Earnings Per Share: basic                         2.45         3.65       2.60
Earnings Per Share: diluted                       2.32         3.46       2.46

Pro forma Results
Noncash stock option compensation expense
      (income), gross                              857         (412)     1,037
Net income                                      17,912       22,711     15,740
Pro forma earnings per share: basic           $   2.89      $  3.67    $  2.54
Pro forma earnings per share: diluted         $   2.74      $  3.48    $  2.41


     A summary of stock option  activity and related  information  for the years
ended  December 31 follows.  Amounts have been  restated  for the  three-for-one
stock split granted in December 1997:


                                            2002                      2001                       2000
                                  ------------------------- ------------------------- ----------------------------
                                                Weighted                  Weighted                    Weighted
                                                 Average                   Average                     Average
                                                Exercise                  Exercise                    Exercise
                                    Options       Price       Options       Price       Options         Price
                                  ------------ ------------ ------------ ------------ ------------- --------------

<S>                                <C>            <C>         <C>         <C>          <C>              <C>

Beginning balance                  1,125,140      $ 23.87     1,120,540       $23.56    1,107,840       $22.68

Granted                                6,300        50.67        23,300        50.67       46,100        50.67
Canceled                                   -            -             -            -            -            -
Forfeited                            (12,450)      (37.60)      (18,700)      (38.45)     (33,400)      (31.77)
                                  ------------ ------------ -----------  ------------ ------------- --------------

Ending balance                     1,118,990        23.87     1,125,140        23.87    1,120,540        23.56

Exercisable at end of year           986,500        20.69       975,506        20.26      871,030        18.54

Weighted average minimum value
   of options granted during
   year                                        $     7.99                     $ 9.34                    $19.45


                                                                             47
</TABLE>

<PAGE>


                    Scotsman Holdings, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

8.  Employee Benefit Plans (continued)


     Exercise  prices  for  options  outstanding  as of  December  31,  2002 are
detailed in the following table. The weighted-average remaining contractual life
of those options is 4.39 years.


----------------- ------------------------ ------------------------ -----------
                                                                     Weighted
                                                                      Average
                                                                     Remaining
                  Shares Outstanding at    Shares Exercisable at    Contractual
Exercise Price      December 31, 2002        December 31, 2002         Life
----------------- ------------------------ ------------------------ -----------

      $ 4.59               73,200                  73,200             2.2 years

      $ 9.60              278,100                 278,100             3.2 years

      $18.39              273,990                 273,990             4.2 years

      $30.50              337,850                 294,470             5.0 years

      $50.67              155,850                  66,740             7.1 years
----------------- ------------------------ ------------------------ -----------




9. Related Party Transactions

     During 2002, 2001 and 2000,  Scotsman paid dividends of approximately $133,
$60, and $55, respectively, to us primarily to fund normal operating expenses.


10. Contingencies

     The Company is involved in various  lawsuits and claims  arising out of the
normal course of its business.  In addition,  the Company has insurance policies
to cover  general  liability and workers  compensation  related  claims.  In the
opinion  of  management,  the  ultimate  amount  of  liability  not  covered  by
insurance,  if  any,  under  pending  litigation  and  claims  will  not  have a
materially  adverse effect on the financial position or operating results of the
Company.


                                       48

<PAGE>


                         Report of Independent Auditors

Board of Directors
Williams Scotsman, Inc.

     We have audited the  accompanying  consolidated  balance sheets of Williams
Scotsman,  Inc.  and  subsidiaries  as of December  31,  2002 and 2001,  and the
related  consolidated  statements of operations,  stockholder's equity (deficit)
and cash flows for each of the three  years in the  period  ended  December  31,
2002. Our audits also included the financial  statement  schedule  listed in the
Index at Item 15(a).  These consolidated  financial  statements and schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on the consolidated financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  consolidated  financial  position  of Williams
Scotsman,  Inc.  and  subsidiaries  at  December  31,  2002  and  2001,  and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 2002, in conformity with accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.

     As discussed in Note 4 to the Financial  Statements,  effective  January 1,
2002,  the  Company  changed its method of  accounting  for  goodwill  and other
intangible assets.

                                                          /s/ Ernst & Young LLP
Baltimore, Maryland
January 31, 2003



                                       49
<PAGE>
<TABLE>
<CAPTION>


                    Williams Scotsman, Inc. and Subsidiaries
                           Consolidated Balance Sheets


                                                                                       December 31
                                                                                   2002              2001
                                                                                ----------        ----------
                                                                                       (In thousands)
<S>                                                                             <C>               <C>
Assets
Cash                                                                            $      427        $      584
Trade accounts receivable, net of allowance for doubtful accounts of
   $1,071 in 2002 and $1,298 in 2001                                                63,965            74,336
Prepaid expenses and other current assets                                           25,468            25,628
Rental equipment, net of accumulated depreciation of $207,538 in 2002
   and $178,046 in 2001                                                            850,087           866,867
Property and equipment, net                                                         80,249            75,358
Deferred financing costs, net                                                       23,616            10,696
Goodwill                                                                           168,931           168,378
Other intangible assets, net                                                         3,238             3,679
Other assets                                                                        14,369            19,458
                                                                                 ---------         ---------
                                                                                $1,230,350        $1,244,984
                                                                                 =========         =========

Liabilities and stockholder's equity (deficit)
Accounts payable and accrued expenses                                           $   52,988        $   50,287
Rents billed in advance                                                             18,773            25,796
Revolving credit facility                                                          197,691           564,922
Long-term debt                                                                     786,654           458,050
Deferred income taxes                                                              160,451           152,670
                                                                                 ---------         ---------
         Total liabilities                                                       1,216,557         1,251,725
                                                                                 ---------         ---------

Stockholder's equity (deficit):
   Common stock, $.01 par value.  Authorized 10,000,000 shares; issued
     and outstanding 3,320,000 shares                                                   33                33
   Additional paid-in capital                                                      131,602           126,289
   Cumulative foreign currency translation adjustment                               (1,386)           (1,505)
   Retained deficit                                                               (116,456)         (131,558)
                                                                                   -------           -------
Total stockholder's equity (deficit)                                                13,793            (6,741)
                                                                                 ---------         ---------
                                                                                $1,230,350        $1,244,984
                                                                                 =========         =========


See accompanying notes.
</TABLE>
                                       50

<PAGE>
<TABLE>
<CAPTION>

                    Williams Scotsman, Inc. and Subsidiaries
                      Consolidated Statements of Operations


                                                                           Year ended December 31
                                                                        2002       2001         2000
                                                                      -------    --------      -------
                                                                            (In thousands except
                                                                              per share amounts)
Revenues
<S>                                                                 <C>         <C>           <C>

Leasing                                                             $ 227,106   $ 238,151     $220,547
Sales:
   New units                                                           98,927      91,114       73,291
   Rental equipment                                                    23,951      22,212       21,571
Delivery and installation                                             101,034      97,342       79,097
Other                                                                  44,155      43,437       37,640
                                                                      -------     -------      -------
         Total revenues                                               495,173     492,256      432,146
                                                                      -------     -------      -------
Cost of sales and services Leasing:
   Depreciation and amortization                                       45,834      41,761       36,720
   Other direct leasing costs                                          46,410      43,109       35,373
Sales:
   New units                                                           82,564      75,169       60,268
   Rental equipment                                                    18,164      16,886       16,305
Delivery and installation                                              84,540      78,339       59,670
Other                                                                   9,901       8,374        6,583
                                                                      -------     -------      -------
         Total costs of sales and services                            287,413     263,638      214,919
                                                                      -------     -------      -------
        Gross profit                                                  207,760     228,618      217,227
                                                                      -------     -------      -------

Selling, general and administrative expenses                           85,722      82,516       76,817
Other depreciation and amortization                                    13,438      18,845       17,474
Interest, including amortization of deferred financing
   costs of $7,948, $5,269 and $4,931                                  85,208      85,486       91,860
Non-cash charge for casualty loss                                          --       1,500           --
                                                                      -------     -------      -------
         Total operating expenses                                     184,368     188,347      186,151
                                                                      -------     -------      -------

         Income before income taxes                                    23,392      40,271       31,076
Income tax expense                                                      8,157      17,605       14,957
                                                                      -------     -------      -------

         Net income                                                 $  15,235    $ 22,666     $ 16,119
                                                                     ========     =======      =======

Earnings per common share                                                4.59    $   6.83     $   4.86
                                                                     ========     =======      =======
</TABLE>

See accompanying notes.

                                                                          51
<PAGE>
<TABLE>
<CAPTION>


                    Williams Scotsman, Inc. and Subsidiaries
      Consolidated Statements of Changes in Stockholder's Equity (Deficit)


                                                                                    Cumulative
                                                                                     Foreign
                                                            Additional               Currency
                                            Common  Stock    Paid-in   Retained     Translation
                                           Shares   Amount   Capital    Deficit     Adjustment       Total
                                           -------------------------------------------------------------------
                                                                  (In thousands)
<S>                                        <C>      <C>     <C>        <C>          <C>              <C>


Balance at December 31, 1999                3,320      $33  $126,088   $(170,228)    $       -       $(44,107)

Appreciation in value of stock options          -        -       479           -             -            479

Dividends to parent--$.02 per share             -        -         -         (55)            -            (55)
Foreign currency translation
   adjustment                                                                  -          (457)          (457)
Net income                                      -        -         -      16,119             -         16,119
                                           ------------------------------------------------------------------
Balance at December 31, 2000                3,320       33   126,567    (154,164)         (457)       (28,021)

Decrease in value of stock options              -        -      (278)          -             -           (278)

Dividends to parent--$.02 per share             -        -         -         (60)            -            (60)
Foreign currency translation
   adjustment                                   -        -         -           -        (1,048)        (1,048)
Net income                                      -        -         -      22,666             -         22,666
                                          -------------------------------------------------------------------

Balance at December 31, 2001                3,320       33   126,289    (131,558)       (1,505)        (6,741)
Non-cash stock option compensation
   expense                                      -        -     5,313           -             -          5,313

Dividends to parent--$.04 per share             -        -         -        (133)            -           (133)
Foreign currency translation
   adjustment                                   -        -         -           -           119            119
Net income                                      -        -         -      15,235             -         15,235
                                      -----------------------------------------------------------------------
Balance at December 31, 2002                3,320    $  33 $ 131,602   $(116,456)    $  (1,386)       $13,793
                                      =======================================================================

</TABLE>

See accompanying notes.
                                                                             52

<PAGE>
<TABLE>
<CAPTION>

                    Williams Scotsman, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

                                                                                       Year ended December 31
                                                                              2002              2001                2000
                                                                           ---------          ---------           --------

                                                                                           (In thousands)
<S>                                                                        <C>                <C>                 <C>

Cash flows from operating activities
Net income                                                                 $  15,235          $  22,666           $  16,119
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                            66,614             65,875              59,125
     Provision for bad debts                                                   3,767              4,204               3,697
     Deferred income tax expense                                               7,781             17,353              14,703
     Non-cash option compensation expense (income)                             5,313               (278)                479
     Gain on sale of rental equipment                                         (5,787)            (5,326)             (5,266)
     Decrease (increase) in net trade accounts receivable                      6,604            (24,624)               (337)
     Increase (decrease) in accounts payable and accrued expenses,
       including reserve for casualty loss in 2001
                                                                               2,481             (5,452)              1,578
     Other                                                                    (3,091)           (14,167)             (3,121)
                                                                             -------             ------              ------

Net cash provided by operating activities                                     98,917             60,251              86,977
                                                                             -------             ------              ------

Cash flows from investing activities
Rental equipment additions                                                   (44,793)          (106,177)           (122,617)
Proceeds from sales of rental equipment                                       23,951             22,212              21,571
Acquisition of businesses, net of cash acquired                               (7,308)           (26,114)             (8,687)
Purchase of property and equipment, net                                      (11,901)           (15,379)            (18,571)
                                                                              -------            -------            -------
Net cash used in investing activities                                        (40,051)          (125,458)           (128,304)
                                                                              ------            -------             -------

Cash flows from financing activities
Proceeds from debt                                                         1,123,473            547,129             493,748
Repayment of debt                                                         (1,162,427)          (483,267)           (450,461)
Increase in deferred financing costs                                         (20,263)              (557)                  -
Amortization of bond premium                                                     327                  -                   -
Cash dividends paid                                                             (133)               (60)                (55)
                                                                              ------             ------              ------
Net cash (used in) provided by financing activities                          (59,023)            63,245              43,232
                                                                              ------             ------              ------

Net (decrease) increase in cash                                                 (157)            (1,962)              1,905

Cash at beginning of period                                                      584              2,546                 641
                                                                              ------             ------               -----
Cash at end of period                                                      $     427          $     584           $   2,546
                                                                              ======             ======               =====

Supplemental cash flow information:
   Cash paid for income taxes                                              $     518          $     306           $     196
                                                                              ======             ======              ======
   Cash paid for interest                                                  $  76,744          $  89,351           $  81,653
                                                                              ======             ======              ======
See accompanying notes.
</TABLE>


                                                                         53
<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                (Dollars in thousands, except per share amounts)
                           December 31, 2002 and 2001

1.  Organization and Basis of Presentation

     Williams  Scotsman,  Inc.  (the  Company)  is a 100%  owned  subsidiary  of
Scotsman  Holdings,  Inc.  (Holdings),  a  corporation,  which was  organized in
November 1993 for the purpose of acquiring the Company. The Company's operations
include its 100% owned  subsidiaries,  Willscot Equipment,  LLC (Willscot),  and
Williams Scotsman of Canada, Inc. Willscot,  a special purpose  subsidiary,  was
formed in May 1997;  its  operations  are  limited to the  leasing of its mobile
office units to the Company  under a master  lease.  Additionally,  Willscot has
entered into a management  agreement  with the Company  whereby it pays a fee to
the  Company  in an  amount  equal  to the  rental  and  other  income  (net  of
depreciation  expense) it earns from the Company.  Therefore,  Willscot earns no
net income. These 100% owned subsidiaries are guarantors of the Company's credit
facility. The 9.875% senior notes are fully and unconditionally  guaranteed on a
senior  unsecured basis by the Company's 100% owned  subsidiaries,  Space Master
International,  Inc., Evergreen Mobile Company,  Truck & Trailer Sales, Inc. and
Williams  Scotsman  of  Canada,  Inc.  Willscot  has fully  and  unconditionally
guaranteed the senior notes on a subordinated basis.

     The operations of the Company consist  primarily of the leasing and sale of
mobile offices,  modular  buildings and storage  products  (equipment) and their
delivery and installation.

Acquisition of Northgate Industries Ltd

     On July 31, 2002 the Company acquired the mobile office and storage product
fleet of Northgate Industries Ltd., an Edmonton,  Alberta-based Canadian company
that was involved in the leasing of mobile  offices to industrial  markets.  The
transaction was accounted for under the purchase method of accounting with a net
purchase price of $7.0 million being  allocated to the  identifiable  net assets
acquired of $6.6 million with the excess of $.4 million  representing  goodwill.
The purchase price  allocation was based upon estimates of the fair value of the
net assets acquired.  The acquisition,  which added over 500 units at a value of
approximately $6.3 million, was financed with borrowings under the Company's new
credit facility.

Acquisition of Mckinney Mobile Modular

     On  February 1, 2001,  the Company  acquired  the mobile  office  sales and
leasing  business of  Mckinney  Mobile  Modular,  a  privately  held  California
corporation  (Mckinney) in a transaction accounted for under the purchase method
of  accounting.   Total  consideration  for  the  acquisition  of  Mckinney  was
approximately $26.1 million, including the repayment of existing indebtedness of
Mckinney.  The  purchase  price paid was  allocated to the  identifiable  assets
acquired of $21.6 million with the excess of $5.5 million representing  goodwill
and other  intangible  assets.  The purchase price allocation was based upon the
estimates of the fair value of the assets acquired. The acquisition, which added
over 1,600 units at a value of  approximately  $21.4 million,  was financed with
borrowings under the Company's then existing credit facility.

                                       54
<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

1.  Organization and Basis of Presentation (continued)

New Accounting Pronouncements

     Goodwill  and  Other  Intangible   Assets.  In  June  2001,  the  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS No. 142"),  Goodwill and Other Intangible  Assets,  effective for
fiscal years  beginning  after December 15, 2001.  Prior to the adoption of this
standard,  goodwill was amortized on a straight-line  basis over 20 to 40 years.
Under the new rules,  goodwill (and intangible  assets deemed to have indefinite
lives) are no longer  amortized  but are subject to annual  impairment  tests in
accordance with the Statement.  Other intangible assets continue to be amortized
over their useful lives.

     The Company has adopted SFAS No. 142 effective January 1, 2002. The Company
performed the first of these required tests during the first quarter of 2002 and
the  annual  impairment  test as of the  beginning  of the  fourth  quarter  and
determined that goodwill was not impaired.

     Extinguishment  of Debt. In May 2002,  the Financial  Accounting  Standards
Board issued Statement of Financial  Accounting Standards No. 145, Rescission of
FASB  Statements  No. 4, 44, and 64,  Amendment  of FASB  Statement  No. 13, and
Technical Corrections,  effective for fiscal years beginning after May 15, 2002.
With the rescission of SFAS No. 4, gains and losses from the  extinguishment  of
debt should be classified as extraordinary  items only if they meet the criteria
in APB Opinion No. 30.

     The  Company  has  adopted  SFAS No. 145  effective  January 1, 2002.  As a
result,  the $1.6 million of deferred  financing costs relating to the Company's
former  credit  agreement  that were  expensed  during the year  ended  December
31,2002 are included in interest expense.

     Stock  Based  Compensation.  In December  2002,  the  Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 148,
Accounting for Stock-Based  Compensation - Transition and Disclosure,  effective
for fiscal years ending after December 15, 2002.

     The Company has adopted SFAS 148 for disclosure purposes and is considering
adoption for reporting purposes.


                                       55
<PAGE>

                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

2.  Summary of Significant Accounting Policies

The accompanying consolidated financial statements include the accounts of the
Company and its 100% owned subsidiaries. Significant intercompany accounts and
transactions have been eliminated in consolidation.

(a)    Use of Estimates

       The preparation of the financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the amounts reported in the financial statements
       and accompanying notes. Actual results could differ from these estimates.

(b)    Leasing Operations

       Equipment is leased generally under operating leases  and,  occasionally,
       under sales-type lease  arrangements.  Operating  lease  terms  generally
       range  from   3   months  to   60   months,  and  contractually  averaged
       approximately 12 months at December 31, 2002. Rents billed in advance are
       initially deferred  and  recognized  as revenue  over  the  term  of  the
       operating leases. Rental equipment is  depreciated  by  the straight-line
       method using an estimated  economic  useful  life  generally of  10 to 20
       years and an estimated residual value of typically 50%.

       Costs of improvements and betterments are capitalized, whereas  costs  of
       replacement items, repairs and  maintenance  are  expensed  as  incurred.
       Costs incurred for equipment to meet particular lease specifications  are
       capitalized  and  depreciated  over  the  lease  term.   However,  costs
       aggregating less than $1 per unit  are  generally  expensed as  incurred.

(c)    Deferred Financing Costs

       Costs of obtaining debt are amortized using the straight-line method over
       the term of the debt.

(d)    Property and Equipment

       Depreciation is computed by the straight-line method over estimated
       useful lives ranging from 15 to 40 years for buildings and improvements
       and 3 to 10 years for furniture and equipment. Maintenance and repairs
       are charged to expense as incurred.


                                       56




<PAGE>

                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

(e)    Goodwill and Other Intangible Assets

       The excess of cost over fair values of net assets  acquired  in  purchase
       transactions has been recorded as goodwill. In accordance with  SFAS 142,
       goodwill (and intangible assets deemed to have indefinite lives)  are  no
       longer amortized but are subject to annual impairment tests in accordance
       with the Statement. The Company performed the  first  of  these  required
       tests during the first quarter of 2002 and the annual impairment test  as
       of the beginning of the fourth quarter and determined that  goodwill  was
       not impaired.

       On a periodic basis, the Company evaluates  the  carrying  value  of  its
       intangible assets to determine if the  facts  and  circumstances  suggest
       that intangible assets may be impaired. If  this  review  indicates  that
       intangible  assets  may  not  be  recoverable,  as  determined  by  the
       undiscounted cash flow of the Company  over  the  remaining  amortization
       period, the  Company's  carrying  value  of  intangible  assets  would be
       reduced by the estimated shortfall of cash flows, on a discounted  basis.

(f)    Income Taxes

       Deferred tax assets and liabilities  are  recognized  for  the  estimated
       future tax consequences attributable to differences between the financial
       statement carrying amounts of existing assets and liabilities  and  their
       respective tax bases. Deferred tax assets and  liabilities  are  measured
       using enacted tax rates in effect for the year in which  those  temporary
       differences are expected to  be  recovered  or  settled.  The  effect  on
       deferred  tax  assets  and  liabilities  of  a  change  in  tax  rates is
       recognized  in  income  in  the period  that includes the enactment date.

(g)    Earnings Per Share

       Earnings per share is computed based on weighted average number of common
       shares outstanding of 3,320,000 shares for 2002, 2001 and 2000.

(h)    Revenue Recognition

       The Company's revenue recognition policy is to  recognize  rental  income
       ratably over the month on a daily basis. Billings for  periods  extending
       beyond the month end are recorded as deferred income.  Sales  revenue  is
       recognized at the time the units are delivered and  installed,  with  the
       exception  of  long-term  construction-type  sales  contracts  for  which
       revenue is recognized under the percentage  of completion  method.  Under
       this method, income is recognized based on the incurred  costs  to  date
       compared to estimated total costs. All other revenue  is  recognized when
       related services have been performed.


                                       57
<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

(i)    Accounts Receivable

       The Company's accounts receivable consist of amounts due  from  customers
       throughout the United States and Canada.  Collateral  is  generally  not
       required.  The  Company  provides  an  allowance  for  doubtful  accounts
       receivable by a charge to operations in amounts equal  to  the  estimated
       losses expected to  be  incurred  in  collection  of  the  accounts.  The
       estimated losses are based on  historical  collection  experience  and a
       review of the current  status  of  the  existing  receivables.  Customer
       accounts are written off against the allowance for doubtful accounts when
       an account is determined to be uncollectible.

(j)    Reclassifications

       Certain prior year amounts have been reclassified to conform  to  current
       year presentation.








                                       58
<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


3.  Property and Equipment

Property and equipment consist of the following:

                                                      December 31
                                                  2002             2001
                                           -----------------------------------


Land                                         $     19,441         $  17,223
Buildings and improvements                         33,145            28,162
Furniture and equipment                            65,515            61,331
                                           -----------------------------------

                                                  118,101           106,716
Less accumulated depreciation                      37,852            31,358
                                           -----------------------------------

Net property and equipment                   $   80,249           $  75,358
                                           ===================================


4.  Goodwill and Other Intangible Assets

     The Company has adopted SFAS No. 142 effective  January 1, 2002. Under SFAS
No. 142 goodwill and certain identified intangibles with indefinite lives are no
longer  amortized,  rather  they are  subject to annual  impairment  tests.  The
Company  performed the first of these required tests during the first quarter of
2002 and determined that goodwill is not impaired. Prior to the adoption of this
standard,  goodwill was amortized on a straight-line  basis over 20 to 40 years.
Amortization expense for the year ended December 31, 2002 was $.8 million, which
represents the amortization  related to the identified  intangible  assets still
required to be amortized  under SFAS No. 142.  These  include  covenants  not to
compete and customer base,  which are being amortized on a  straight-line  basis
over  periods  of 24 to 228  months.  Amortization  expense  relating  to  these
identified intangibles for each of the next five years is as follows:

                         2008               $713
                         2009                559
                         2010                548
                         2011                215
                         2012                142




                                       59

<PAGE>
<TABLE>
<CAPTION>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements



4.  Goodwill and Other Intangible Assets (continued)

     Under  SFAS  No.  142  assembled  workforce  is  not  considered  to  be an
intangible  asset.  The Company has  reclassified  this asset to  goodwill.  The
effect of the  adoption of SFAS No. 142 as of December 31, 2002 and December 31,
2001 is summarized in the following tables:

                           --------- December 31, 2002 ---------        --------- December 31, 2001---------

                                    Gross                        Net             Gross                       Net
                                   Carrying      Accumulated     Book           Carrying     Accumulated     Book
                                    Amount       Amortization    Value           Amount      Amortization    Value
                                   --------      ------------    -------        --------     ------------    -------
<S>                                <C>           <C>             <C>            <C>          <C>             <C>

   Goodwill                        $183,717      $     15,215    $168,502       $183,164     $     15,215    $167,949

   Intangible
     assets with
     indefinite
     lives as of
     January 1,
     2002
--------------------
      Assembled
      Workforce                    $    801      $        372    $    429       $    801     $        372    $    429


     A summary of the changes in the  carrying  amount of goodwill  for the year
ended December 31, 2002 is as follows:

                                               Gross Carrying       Accumulated
                                                   Amount           Amortization
                  As of December 31, 2001        $183,164             $ 15,215

                  Net Goodwill Acquired               553                   --
                                                  -------              -------

                  As of December 31, 2002        $183,717             $ 15,215
                                                  =======              =======


</TABLE>
                                       60

<PAGE>
<TABLE>
<CAPTION>








                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements







   4.  Goodwill and Other Intangible Assets (continued)

                                  --------- December 31, 2002 ---------        --------- December 31, 2001---------

                                    Gross                        Net             Gross                       Net
                                   Carrying      Accumulated     Book           Carrying     Accumulated     Book
                                    Amount       Amortization    Value           Amount      Amortization    Value
                                   --------      ------------    -------        --------     ------------    -------
<S>                                <C>           <C>             <C>            <C>          <C>             <C>


          Intangible
            Assets with
            Finite lives
            as of
            January  1, 2002
       ---------------------


                Non-
               Compete
             Agreements            $3,445        $     1,795     $ 1,650       $3,128        $      1,142    $1,986
              Customer
                Base                2,000                412       1,588        2,000                 307     1,693
                                    -----              -----       -----        -----               -----     -----
                                   $5,445        $     2,207     $ 3,238       $5,128        $      1,449    $3,679
                                   ======             ======       =====       ======              ======     =====






</TABLE>



                                       61

<PAGE>







                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements




   4.  Goodwill and Other Intangible Assets (continued)

   As required by SFAS No. 142, the results of the prior years have not been
   restated. A reconciliation of net income as if SFAS No. 142 had been adopted
   as of January 1, is presented below for the three years ended December 31,
   2002, 2001, and 2000, respectively.


                                              2002        2001          2000
                                              ----        ----          ----


          Reported net income               $15,235      $22,666      $16,119
          Add back:
          Goodwill and Other Intangible
          amortization (net of tax)               -        4,735        4,549
                                             ------       ------       ------
          Adjusted net income               $15,235      $27,401      $20,668
                                            =======       ======      =======

          Earnings per share:
          Reported net income                 $4.59      $  6.83      $  4.86
                                              =====       ======       ======
          Adjusted net income                 $4.59      $  8.25      $  6.23
                                              =====       ======       ======



                                       62

<PAGE>



                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

5.  Revolving Credit Facility and Long-Term Debt

Debt consists of the following:
                                                         December 31
                                                    2002             2001
                                              -------------------------------


Borrowings under revolving credit facility      $  197,691      $  564,922
Term loan                                          238,200          58,050
9.875% senior notes, net of
    unamortized discount of $1,546
    in 2002                                        548,454         400,000

                                              -------------------------------
                                                $  984,345      $1,022,972
                                              ===============================


     In February 2002,  the Company  issued $150.0 million of additional  9.875%
senior notes under its  existing  indenture.  The  additional  notes,  which are
subject to all of the same terms and  conditions  as the $400,000 of  previously
issued notes,  were issued at a price of 98.75%.  Net proceeds from the issuance
were used to permanently repay the outstanding balance of the term loan ($58,050
plus  accrued  interest)  and to reduce  outstanding  borrowings  under the then
existing revolving credit facility.  On March 26, 2002, the Company entered into
a new credit  facility,  the net proceeds  from which were used to refinance its
existing credit facility.  The new loan agreement  provides for a $460.0 million
revolving credit facility, a $210.0 million term loan, both maturing on December
31, 2006, and up to an additional $30.0 million in term or revolver commitments.
In May 2002, the Company borrowed an additional $30.0 million of term loans, the
proceeds from which were used to pay down revolver borrowings.




                                       63
<PAGE>



                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

5.  Revolving Credit Facility and Long-Term Debt (continued)

     Interest on  borrowings  under the  revolver is payable at a rate of either
prime plus 1.75% or the Eurodollar rate plus 3.0%. The weighted average interest
rates of the  revolver  under  the  credit  agreement  were  4.74%  and 4.22% at
December 31, 2002 and 2001, respectively.

     Principal  payments  due on the term loan are equal to 1% per year  payable
quarterly  through September 30, 2006 with the balance due on December 31, 2006.
Interest on the term loan is payable at a rate of either prime plus 1.75% or the
Eurodollar rate plus 3.00%. The weighted average interest rates of the term loan
under the credit  agreement  were 4.75% and 5.25% at December 31, 2002 and 2001,
respectively.

     Borrowings under the new credit facility,  which are based upon a borrowing
base calculation,  are secured by a first priority lien on and security interest
in  the  Company's  rental  equipment,  accounts  receivable  and  property  and
equipment.  In addition to the restrictions and limitations  described under the
note  agreement,  including  restrictions  on the amount of  dividends  that the
Company can pay to Holdings,  the new loan agreement  requires  compliance  with
certain financial  covenants including capital  expenditures,  interest coverage
and leverage and fleet  utilization  levels.  The Company was in compliance with
such covenants during 2002.

     The  9.875%  senior  notes  are due  June 1,  2007  with  interest  payable
semi-annually on June 1 and December 1 of each year. On June 1, 2002, the senior
notes became  redeemable at the option of the Company,  at a redemption price of
104.938% for the following  12-month  period.  On June 1, 2003, the senior notes
are redeemable at the option of the Company,  at a redemption  price of 102.469%
during the 12-month period beginning June 1, 2003 and 100% thereafter.

     The  9.875%  senior  notes are fully and  unconditionally  guaranteed  on a
senior  unsecured basis by the Company's 100% owned  subsidiaries,  Space Master
International,  Inc., Evergreen Mobile Company,  Truck & Trailer Sales, Inc. and
Williams  Scotsman  of  Canada,  Inc.  Willscot  has fully  and  unconditionally
guaranteed  the  senior  notes  on  a  subordinated   basis.  These  100%  owned
subsidiaries  (Guarantor  Subsidiaries),  act as joint and several guarantors of
the senior notes.

     At  December  31, 2002 and 2001,  the fair value of debt was  approximately
$944,641 and $1,016,972,  respectively,  based on the quoted market price of the
senior  notes and the book value of the credit  facility,  which are  adjustable
rate notes.

     Letter of credit obligations at December 31, 2002 and 2001 were $5,172, and
$2,820, respectively.

                                       64
<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


6.  Income Taxes

     Deferred  income  taxes  related to temporary  differences  between the tax
bases of assets and  liabilities  and the  respective  amounts  reported  in the
financial statements are summarized as follows:

                                                          December 31
                                                        2002            2001
                                                  -----------------------------

Deferred tax liabilities:
   Cost basis in excess of tax basis of
   assets and accelerated tax depreciation:
        Rental equipment                              $256,986     $   243,222
        Property and equipment                           1,042             818
       Other                                             2,582           2,504
                                                  -----------------------------

           Total deferred tax liabilities              260,610         246,544
                                                  -----------------------------
Deferred tax assets:
   Allowance for doubtful accounts                         423             467
   Rents billed in advance                               7,893          10,321
   Stock option compensation                             3,911           1,861
   Deferred compensation                                   537             704
   Net operating loss carryovers                        88,471          80,379
   Alternative minimum tax credit carryovers             1,759           1,759
   Other                                                   565           1,783
                                                  -----------------------------

                                                       103,559          97,274
   Less:  valuation allowance                           (3,400)         (3,400)
                                                  -----------------------------
                                                  -----------------------------
         Total deferred tax assets                     100,159          93,874
                                                  -----------------------------
                                                  -----------------------------
Net deferred tax liabilities                          $160,451     $   152,670
                                                  =============================

     At  December  31,  2002,  the  Company had net  operating  loss  carryovers
available for federal income tax purposes of $221,413 (net of related  valuation
allowance),  of which $80,186 (net of related  valuation  allowance)  relates to
pre-recapitalization  loss  carryovers  that are subject to certain  limitations
under the Internal Revenue Code.  These net operating loss carryovers  expire at
various dates from 2003 to 2022. Also, alternative minimum tax credit carryovers
of approximately $1,759 are available without expiration limitations.




                                       65
<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


6.  Income Taxes (continued)

Income tax expense consists of the following:

                                            Years ended December 31
                                        2002          2001          2000
                                   -------------------------------------------


Current                               $      376    $     252     $     254
Deferred                                   7,781       17,353        14,703
                                   -------------------------------------------

                                      $   8,157     $  17,605       $14,957
                                   ===========================================


Federal                               $   6,481     $  13,703       $12,644
State                                      1,368        2,489         2,313
Foreign                                      308        1,413             -
                                   -------------------------------------------

                                      $   8,157     $  17,605       $14,957
                                   ===========================================

The provision for income taxes is reconciled to the amount computed by applying
the Federal corporate tax rate of 35% to income before income taxes as follows:

                                                 Years ended December 31
                                             2002          2001          2000
                                        ---------------------------------------


Income tax at statutory rate               $  8,187      $ 14,096       $10,876
State income taxes, net of
    federal tax benefit                         889         1,618         1,503
Amortization of goodwill and
    other intangible assets                      70         1,776         1,702
Other                                          (989)          115           876
                                        ---------------------------------------

                                           $  8,157      $ 17,605       $14,957
                                        =======================================


                                       66
<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

7.  Commitments

     The Company is obligated under  noncancelable  operating  leases of certain
equipment, vehicles and parcels of land. At December 31, 2002 approximate future
minimum rental payments are as follows:


         2003                                      $8,968
         2004                                       7,544
         2005                                       6,127
         2006                                       4,273
         2007                                       2,576
         Thereafter                                 3,087
                                                    -----

         Total minimum future lease payments      $32,575
                                                  =======

Rent expense was $12,901, in 2002, $11,490, in 2001, and $9,839, in 2000.


8.  Employee Benefit Plans

     The Company has adopted a defined contribution plan (the 401(k) Plan) which
is intended to satisfy the tax  qualification  requirements of Sections  401(a),
401(k),  and 401(m) of the Internal  Revenue Code of 1986 (the Code). The 401(k)
Plan covers  substantially all employees and permits  participants to contribute
up to the dollar  limit  described  in Section  402(g) of the Code  ($11,000  in
2002).  All  amounts  deferred  under this  salary  reduction  feature are fully
vested.  In accordance  with the Economic Growth and Tax Relief Act of 2001, the
Plan also allows employees over the age of 50 to contribute an additional $1,000
as a "catch-up contribution."

     The 401(k)  Plan has a  "matching"  contribution  feature  under  which the
Company may contribute a percentage of the amount deferred by each  participant,
excluding the "catch-up contribution." Such percentage, if any, is determined by
the Board of Directors at their discretion. The Plan also has a "profit sharing"
feature,  under  which  the  Company  may  contribute,  at  its  discretion,  an
additional amount allocable to the accounts of active  participants  meeting the
aforementioned  eligibility  requirements.  Contributions made by the Company on
behalf of a 401(k) Plan  participant vest ratably during the first five years of
employment and 100%  thereafter.  Matching  contributions  by the Company to the
401(k) Plan were  approximately $668 in 2002, $587 in 2001, and $477 in 2000. No
contributions have been made by the Company under the profit-sharing feature.

     The Company has adopted a Deferred  Compensation  Plan for Executives which
is meant to be an unfunded  deferred  compensation  plan maintained for a select
group of  management  within  the  meaning of  Sections  201(2),  301(a)(3)  and
401(a)(1)  of the Employee  Retirement  Income  Security Act of 1974.  This plan
allows key  employees to defer a specified  amount of their  compensation  until
termination or upon the occurrence of other specified  events.  Such amounts are
placed in the

                                       67
<PAGE>



                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

8.  Employee Benefit Plans (continued)

investment vehicles of the employee's choice. As of December 31, 2002, the total
amount deferred under this plan, including earnings, was approximately $649.

     Holdings  adopted a stock  option  plan for certain  key  employees  of the
Company.  The plan was  subsequently  amended and restated in 1998 (the "Amended
and Restated 1997 Employee  Stock Option  Plan").  Under the plan, up to 479,500
options to purchase  Holdings'  outstanding  common  stock may be  granted.  The
options are granted with an exercise price equal to the fair value of the shares
as of the date of grant.  Fifty percent of the options granted vest ratably over
five  years,  and  fifty  percent  vest  based on the  Company  meeting  certain
financial goals over the same five periods. All options expire 10 years from the
date of grant.  The Company is accounting  for the options  using  variable plan
accounting.  Under this plan, 6,300,  23,300, and 46,100 options were granted in
2002,  2001,  and 2000  respectively.  For those options in which both the grant
date and the measurement  date were known, the Company  recognized  compensation
(income)expense   of   approximately   ($278)  and  $479,   in  2001  and  2000,
respectively.  During  2002, a  modification  was made for the  continuation  of
certain employees options after their termination from the Company. As a result,
non-cash  stock  option  compensation   expense  of  approximately   $5,313  was
recognized.

     Prior to the 1997 recapitalization,  the Company had adopted a stock option
plan for certain key employees ("1994 Employee Stock Option Plan").  The options
were granted with an exercise  price equal to the fair value of the shares as of
the date of grant. All options  outstanding  under this plan became fully vested
in conjunction with the recapitalization.

     Pro  forma  information  required  by  Statement  of  Financial  Accounting
Standards No. 123,  "Accounting  for  Stock-Based  Compensation,"  as amended by
Statement of Financial  Accounting  Standards No. 148, has been determined as if
the Company had accounted for its employee stock options under the minimum value
method of that  Statement.  The minimum value for these options was estimated at
the date of grant by  calculating  the  excess of the fair value of the stock at
the date of grant  over the  present  value of both the  exercise  price and the
expected  dividend  payments,  each  discounted at the risk free rate,  over the
expected exercise life of the option. The following weighted average assumptions
were used for 2002, 2001 and 2000:  risk-free  interest rate of 3.8%,  4.5%, and
6.3%,  respectively;  weighted  average expected life of the options of 5 years;
and no  dividends.  In  addition  to the pro forma  expense on options  granted,
certain  options were modified in the current year. In determining the pro forma
expense  related to these  modified  options,  the  Company  used the  following
assumptions:  risk free interest rates of 2.8% to 3.5%, expected life of options
of 3 to 5 years, and no dividends.


                                       68
<PAGE>
<TABLE>
<CAPTION>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

8.  Employee Benefit Plans (continued)

     For purposes of pro forma  disclosures,  the estimated minimum value of the
options is amortized to expense over the options' vesting period.  Note that the
effects of applying  SFAS 123 for pro forma  disclosure  in the current year are
not necessarily representative of the effects on pro forma net income for future
years. The Company's pro forma information follows:

                                             2002         2001         2000
                                          ----------- ------------ -----------
As Reported:
Noncash stock option compensation expense
      (income), gross                        $ 5,313     $   (278)     $   479
Net Income                                    15,235       22,666       16,119
Earnings Per Share                              4.59         6.83         4.86

Pro forma Results
Noncash stock option compensation expense
      (income), gross                            857         (412)       1,037
Net income                                    17,949       22,748       15,776
Pro forma earnings per share                $   5.41     $   6.85      $  4.75


A summary of stock option activity and related information for the years ended
December 31 follows. Amounts have been restated for the three-for-one stock
split granted by Holdings in December 1997:
                                            2002                      2001                       2000
                                  ------------------------- ------------------------- ----------------------------
                                                Weighted                  Weighted                    Weighted
                                                 Average                   Average                     Average
                                                Exercise                  Exercise                    Exercise
                                    Options       Price       Options       Price       Options         Price
                                  ------------ ------------ ------------ ------------ ------------- --------------

<S>                                <C>            <C>         <C>         <C>          <C>              <C>

Beginning balance                  1,125,140      $ 23.87     1,120,540       $23.56    1,107,840       $22.68

Granted                                6,300        50.67        23,300        50.67       46,100        50.67
Canceled                                   -            -             -            -            -            -
Forfeited                            (12,450)      (37.60)      (18,700)      (38.45)     (33,400)      (31.77)
                                  ------------ ------------ -----------  ------------ ------------- --------------

Ending balance                     1,118,990        23.87     1,125,140        23.87    1,120,540        23.56

Exercisable at end of year           986,500        20.69       975,506        20.26      871,030        18.54

Weighted average minimum value
   of options granted during
   year                                        $     7.99                     $ 9.34                    $19.45

</TABLE>
                                                                             69

<PAGE>






                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements



8.  Employee Benefit Plans (continued)


     Exercise  prices  for  options  outstanding  as of  December  31,  2002 are
detailed in the following table. The weighted-average remaining contractual life
of those options is 4.39 years.


-------------------------------------------------------------------------------
                                                                  Weighted
Exercise   Shares Outstanding at       Shares Exercisable at      Average
Price        December 31, 2002           December 31, 2002        Remaining
                                                               Contractual Life

-------------------------------------------------------------------------------
 $ 4.59            73,200                     73,200                 2.2 years


 $ 9.60           278,100                    278,100                 3.2 years

 $18.39           273,990                    273,990                 4.2 years

 $30.50           337,850                    294,470                 5.0 years

 $50.67           155,850                     66,740                 7.1 years
--------------------------------- ---------------------------------------------





                                       70

<PAGE>
<TABLE>
<CAPTION>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


9.  Supplemental Condensed Consolidating Financial Information

     The  9.875%  senior  notes are fully and  unconditionally  guaranteed  on a
senior  unsecured basis by the Company's 100% owned  subsidiaries,  Space Master
International,  Inc., Evergreen Mobile Company,  Truck & Trailer Sales, Inc. and
Williams  Scotsman  of  Canada,  Inc.  Willscot  has fully  and  unconditionally
guaranteed  the  senior  notes  on  a  subordinated   basis.  These  100%  owned
subsidiaries  (Guarantor  Subsidiaries),  act as joint and several guarantors of
the senior notes.  See Note 1 for a description  of the  operations of Willscot.
Additionally,  Willscot has entered into a management agreement with the Company
whereby it pays a fee to the Company in an amount  equal to the rental and other
income  (net of  depreciation  expense)  it earns from the  Company.  Therefore,
Willscot earns no net income.

     The following presents condensed  consolidating  financial  information for
the Company and the Guarantor Subsidiaries. Under the provisions of the previous
credit  facility,  Williams  Scotsman  of  Canada,  Inc.  was not  considered  a
guarantor subsidiary, and therefore, its net assets and operations were properly
excluded from the condensed financial information of the guarantor  subsidiaries
during the period  ending  December 31, 2001.  The prior year amounts  contained
below  have  been   adjusted  to  conform  to  current  year   presentation   by
reclassifying  all of the 100% owned  subsidiaries  as  Guarantor  Subsidiaries.
Space Master  International,  Inc., Evergreen Mobile Company and Truck & Trailer
Sales, Inc. do not have any assets or operations.

                                                                 As of December 31, 2002
                                                              Guarantor
                                                   Parent    Subsidiaries   Eliminations   Consolidated
                                                  --------   ------------   ------------   ------------
<S>                                              <C>             <C>        <C>            <C>

Balance Sheet
 Assets:
    Rental equipment, at cost                   $  322,546       $735,079      $       -   $1,057,625

    Less accumulated depreciation                   68,061        139,477              -      207,538
                                                   --------  ------------    -----------    ---------
    Net rental equipment                           254,485        585,602              -      850,087


    Property and equipment, net                     79,293            956              -       80,249

    Investment in Willscot                         567,757              -       (567,757)           -

    Other assets                                   328,877          8,518        (37,381)     300,014
                                                   -------   ------------   ------------    ---------

Total assets                                    $1,230,412       $605,076      $(605,138)  $1,230,350
                                                 =========   ============   =============   =========

 Liabilities:
     Accounts payable and accrued expenses          51,665          1,323              -       52,988

    Long-term debt and revolving credit facility   984,345              -              -      984,345
    Other liabilities                              179,224         37,381        (37,381)     179,224
                                                 ---------   ------------   ------------    ---------
    Total liabilities                            1,215,234         38,704        (37,381)   1,216,557
                                                 ---------   ------------   ------------    ---------

 Equity:                                            15,178        566,372       (567,757)      13,793
                                                 ---------   ------------   ------------    ---------
 Total liabilities and stockholder's equity     $1,230,412       $605,076      $(605,138)  $1,230,350
                                                 =========   ============   ============    =========
</TABLE>
                                       71
<PAGE>
<TABLE>
<CAPTION>

                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


9.  Supplemental Condensed Consolidating Financial Information (continued)

                                                                 As of December 31, 2001
                                                                Guarantor
                                                   Parent     Subsidiaries  Eliminations   Consolidated
                                                 ------------ ------------  ------------   ------------
<S>                                              <C>          <C>           <C>            <C>

Balance Sheet
 Assets:
    Rental equipment, at cost                   $  282,710       $762,203      $       -   $1,044,913
    Less accumulated depreciation                   61,382        116,664                     178,046
                                                 ---------    -----------   ------------    ---------
    Net rental equipment                           221,328        645,539              -      866,867

    Property and equipment, net                     74,589            769              -       75,358
    Investment in subsidiaries                     633,158              -       (633,158)           -
    Other assets                                   315,191         11,464        (23,896)     302,759
                                                 ---------    -----------   ------------    ---------

Total assets                                    $1,244,266   $    657,772      $(657,054)  $1,244,984
                                                 =========    ===========   ============    =========

 Liabilities:
     Accounts payable and accrued expenses      $   48,438   $      1,849      $       -   $   50,287
     Long-term debt and revolving credit         1,022,972              -              -    1,022,972
        facility
     Other liabilities                             178,092         24,270        (23,896)     178,466
                                                 ---------    -----------  -------------    ---------
 Total liabilities                               1,249,502         26,119        (23,896)   1,251,725
                                                 ---------    -----------  -------------    ---------
 Equity (deficit):                                  (5,236)       631,653       (633,158)      (6,741)
                                                 ---------    -----------  -------------    ---------
Total liabilities and stockholder's equity
(deficit)                                       $1,244,266   $    657,772      $(657,054)  $1,244,984
                                                 =========    ===========  =============    =========
</TABLE>
<TABLE>
<CAPTION>


                                                          For the Year Ended December 31, 2002
                                                              Guarantor
                                                   Parent    Subsidiaries    Eliminations   Consolidated
                                                 ---------   ------------    ------------   ------------
<S>                                             <C>          <C>             <C>           <C>

Results of Operations
Total revenues                                  $  477,595   $     90,496      $  (72,918) $   495,173

Gross profit                                       201,329         53,035         (46,604)     207,760

Other expenses                                     189,865         49,264         (46,604)     192,525

Net income                                      $   11,464   $      3,771      $        -  $    15,235

</TABLE>

                                       72

<PAGE>
<TABLE>
<CAPTION>

                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


9.  Supplemental Condensed Consolidating Financial Information (continued)

                                                         For the Year Ended December 31, 2001
                                                               Guarantor
                                                  Parent     Subsidiaries    Eliminations   Consolidated
                                                 --------    ------------    ------------   -------------
    Results of Operations
    <S>                                         <C>          <C>             <C>            <C>
    Total revenues                              $ 482,010    $     83,944     $ (73,698)    $  492,256

    Gross profit                                  224,615          51,984       (47,981)       228,618

    Other expenses                                204,245          49,688       (47,981)       205,952

    Net income                                  $  20,370    $      2,296     $       -     $   22,666



                                                         For the Year Ended December 31, 2000
                                                              Guarantor
                                                  Parent     Subsidiaries    Eliminations    Consolidated
                                                  ------    -------------    ------------    ------------
    Results of Operations
    Total revenues                              $ 427,646    $     70,690      $ (66,190)   $  432,146

    Gross profit                                  215,504          45,199       (43,476)       217,227

    Other expenses                                200,331          44,253       (43,476)       201,108

    Net income                                  $  15,173    $        946      $      -     $   16,119



                                                         For the Year Ended December 31, 2002
                                                              Guarantor
                                                  Parent     Subsidiaries    Eliminations    Consolidated
                                                ----------   -------------- -------------- -----------------
    Cash Flows
    Cash provided by operating activities       $ 51,540     $    47,377       $      -     $   98,917

    Cash   provided   by(used  in)  investing      7,396         (47,447)             -        (40,051)
    activities

    Cash used in financing activities            (59,023)              -              -        (59,023)
                                                 -------      ----------    -----------      ----------
    Net change in cash                               (87)            (70)             -           (157)

    (Overdraft)/cash at beginning of period         (535)          1,119              -            584
                                                 -------      ----------    -----------      ----------

    (Overdraft)/cash at end of period           $   (622)    $     1,049       $      -     $      427
                                                 =======      ==========    ===========      ============

</TABLE>
                                       73
<PAGE>
<TABLE>
<CAPTION>

                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


9.  Supplemental Condensed Consolidating Financial Information (continued)

                                                         For the Year Ended December 31, 2001
                                                              Guarantor
                                                  Parent     Subsidiaries    Eliminations    Consolidated
                                               ------------- -------------- -------------- -----------------
    <S>                                        <C>           <C>            <C>            <C>

    Cash Flows
    Cash provided by operating activities         $  26,920   $    33,331    $         -     $    60,251


    Cash used in investing activities               (91,314)      (34,144)             -        (125,458)

    Cash provided by financing  activities           63,245             -              -          63,245
                                               ------------- -------------- -------------- -----------------


    Net change in cash                               (1,149)         (813)             -          (1,962)
    Cash at beginning of period                         614         1,932              -           2,546
                                               ------------- -------------- -------------- -----------------

   (Overdraft)/cash at end of period             $     (535) $      1,119    $         -     $       584
                                               ============ ==============  ============== =================


                                                         For the Year Ended December 31, 2000
                                                              Guarantor
                                                  Parent     Subsidiaries    Eliminations    Consolidated
                                               ------------- -------------- -------------- -----------------
    Cash Flows
    Cash provided by operating activities         $  53,450  $   33,527        $         -   $      86,977


    Cash used in investing activities               (96,685)    (31,619)                 -        (128,304)


    Cash provided by financing activities            43,232           -                  -          43,232
                                               ------------- -------------- -------------- -----------------

    Net change in cash                                   (3)      1,908                  -           1,905

    Cash at beginning of period                         617          24                  -             641

                                               ------------ -------------- -------------- -----------------
    Cash at end of period                         $     614  $    1,932        $         -   $       2,546
                                               ============ ============== ============== =================

</TABLE>

                                       74

<PAGE>


                    Williams Scotsman, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements





10. Related Party Transactions

     During 2002,  2001 and 2000,  the Company paid  dividends of  approximately
$133, $60, and $55, respectively, to Holdings primarily to fund normal operating
expenses.


11. Contingencies

     The Company is involved in various  lawsuits and claims  arising out of the
normal course of its business.  In addition,  the Company has insurance policies
to cover  general  liability and workers  compensation  related  claims.  In the
opinion  of  management,  the  ultimate  amount  of  liability  not  covered  by
insurance,  if  any,  under  pending  litigation  and  claims  will  not  have a
materially  adverse effect on the financial position or operating results of the
Company.









                                       75

<PAGE>


PART III

Item 10. Directors and Executive Officers of the Registrant

Directors and Officers

         Our directors and executive officers are as follows:

Name                      Age                           Position
Gerard E. Holthaus...     53           President and Chief Executive Officer;
                                       Director and Chairman of the Board
James N. Alexander...     43           Director
Michael F. Finley....     41           Director
Steven B. Gruber.....     45           Director
Brian Kwait..........     41           Director
David P. Spalding....     48           Director
Joseph F. Donegan....     52           Executive Vice President - U.S.
                                       Field Operations
John C. Cantlin......     54           Senior Vice President and
                                       Chief Financial Officer
William C. LeBuhn....     40           Senior Vice President and
                                       Chief Administrative Officer
Dean T. Fisher.......     56           Vice President - Operations
William G. Gessner...     44           Vice President - Information Services
John B. Ross.........     54           Vice President and General Counsel
---------------

     The directors  are elected  annually and serve until their  successors  are
duly  elected and  qualified.  No director of the Company  receives  any fee for
attendance at Board of Directors meetings or meetings of Committees of the Board
of  Directors.  Outside  directors  are  reimbursed  for their  expenses for any
meeting attended.

     Executive officers of the Company are elected by the Board of Directors and
serve at the discretion of the Board of Directors.

     Gerard E. Holthaus was elected  Chairman of the Board in April 1999 and has
been our  President  and Chief  Executive  Officer since April 1997. He has been
with our company since June 1994,  and served as President  and Chief  Operating
Officer from October 1995 to April 1997 and was  Executive  Vice  President  and
Chief  Financial  Officer prior to that. He has served as a director  since June
1994.  Before joining our company,  Mr. Holthaus served as Senior Vice President
of MNC  Financial,  Inc.  from April 1988 to June 1994.  From 1971 to 1988,  Mr.
Holthaus was associated with the accounting firm of Ernst and Young (Baltimore),
where he served as a partner  from 1982 to 1988.  He also serves on the Board of
Directors of The Baltimore Life Companies.

     James N.  Alexander  was  elected as a director of the Company in May 1997.
Mr.  Alexander has been Chief  Financial  Officer of Keystone since January 2000
and a Vice President of Keystone since August 1995. He has been a Partner of Oak
Hill Capital  Management,  Inc., which provides  investment advisory services to
Oak Hill Capital Partners, L.P., since February 1999. Prior to joining Keystone,
he worked at Goldman,  Sachs & Co.  where he was a Vice  President  in the Fixed
Income Division from August 1993 to July 1995. Mr.  Alexander is also a director
for FEP Capital  Holdings,  L.P.,  Oak Hill Strategic  Partners,  L.P., 230 Park
Investors, L.L.C. and 237 Park Investors, L. L. C.

     Michael F. Finley was elected as a director of the Company in May 1997. Mr.
Finley has been a Managing  Director of Cypress since 1998 and has been a member
of Cypress since its formation in April 1994. Prior to joining Cypress, he was a
Vice President in the Merchant Banking Group at Lehman Brothers Inc.

                                       76
<PAGE>


     Steven B. Gruber was elected as a director of the Company in February 2002.
From  February 1999 to present,  Mr.  Gruber has been a Managing  Partner of Oak
Hill Capital  Management,  Inc., the manager of Oak Hill Capital Partners,  L.P.
From March 1992 to present he has been a Managing Director of Oak Hill Partners,
Inc.  From  February  1994 to  present,  Mr.  Gruber has also been an officer of
Insurance Partners Advisors,  L.P., an investment advisor to Insurance Partners,
L.P.  From  October 1992 to present,  he has been a Vice  President of Keystone,
Inc. Mr. Gruber is also a director of American Skiing Company, Travel Centers of
America,  Inc.,  SNTL  Corporation  and  several  private  companies  related to
Keystone, Inc. and Oak Hill Capital Partners L.P.

     Brian Kwait was elected as a director of our company in September  1998 and
also served in that capacity from December 1993 through May 1997. Mr. Kwait is a
Member and Managing  Principal of Odyssey Investment  Partners,  LLC since April
1997 and was a Principal of Odyssey Partners, LP from August 1989 to March 1997.

     David P. Spalding was elected as a director of our company in May 1997. Mr.
Spalding has been a Vice  Chairman of Cypress since its formation in April 1994.
Prior to joining  Cypress,  he was a Managing  Director in the Merchant  Banking
Group at Lehman  Brothers  Inc. Mr.  Spalding is also a director of AMTROL Inc.,
Lear Corporation, and Republic National Cabinet Corporation.

     Joseph  F.  Donegan  has  been  Executive  Vice  President  of  U.S.  Field
Operations  since May 2001. He was Senior Vice  President and Northern  Division
Manager of our company since  September 1996 and served as the Northeast  Region
Manager prior to that. Mr. Donegan's responsibilities include the implementation
of corporate  policies,  attainment of branch  profitability,  fleet utilization
management  and  development  of personnel  for the entire  United States branch
network. Mr. Donegan has over 28 years of experience within the industry, and 20
years with  Williams  Scotsman.  From 1991  through May 1994,  Mr.  Donegan held
similar positions with Bennett Mobile Offices and Space Master Buildings.

     John C. Cantlin has been Senior Vice President and Chief Financial  Officer
since  February  2003.  Prior to joining our Company,  he consulted for Citicorp
Venture  Capital and  American  Industrial  Partners  (AIP) from January 2002 to
January 2003. He served as Chief Financial  Officer and Executive Vice President
of RBX Corporation,  a portfolio company of AIP, from September 1997 to December
2001.  He brings 30 years of financial  management  and  operations  experience,
including international  experience, to our Company and has held other executive
positions at Stockham  Valves from 1990 to 1997,  Plastiline,  Inc. from 1988 to
1990 and several divisions of FMC Corporation from 1979 to 1988.

     William C. LeBuhn has been Senior Vice  President and Chief  Administrative
Officer since March 2002 with  responsibilities for Marketing,  Human Resources,
Legal and Information  Systems. He formerly served as Vice President - Marketing
and Human  Resources  from July 1999 to March 2002,  and was Vice  President  of
Human  Resources  from  January  1994  to  July  1999.  Mr.   LeBuhn's   primary
responsibilities  include the strategic  direction and  coordination of multiple
business  units.  Prior to joining our  company,  Mr.  LeBuhn was HR Manager for
Sherwin-Williams' Eastern Division from 1992 to January 1994, Director of HR for
Consolidated  International  Insurance  Group,  Inc.  from 1988 to 1992,  and HR
Officer for Meridian Bancorp from 1984 to 1988.

     Dean T. Fisher has been Vice  President of  Operations  since October 2001.
His operational responsibilities include credit, invoicing, document compliance,
cash posting, collections and recovery. Prior to joining our company, Mr. Fisher

                                       77
<PAGE>

was Senior Vice President,  Division Head of Global  Customer  Services for VISA
International,  a major  credit card  company,  from 1997 to 2001.  From 1986 to
1997, he was with some of the  predecessors  to Bank of America as a Senior Vice
President.  From 1977 to 1986, he was with a predecessor company of Key Corp., a
financial institution.

     William G. Gessner has been Vice President of  Information  Services of the
Company  since  November  1998  with  responsibilities   including  the  overall
management  of  the  Company's  business   information  systems  and  technology
initiatives.  He formerly  served as Director of Information  Services from July
1996 to November 1998. Prior to joining the Company, Mr. Gessner was Director of
Corporate  Information Systems at ARINC,  Incorporated,  an engineering services
and telecommunications company in Annapolis, Maryland, from 1988 to 1996.

     John B. Ross has been Vice  President  and General  Counsel for the Company
since  February  1995.  Prior to joining the  Company,  Mr.  Ross was  Corporate
Counsel for MNC Leasing Corporation from 1983 to 1991 and Special Assets Counsel
for MNC  Financial,  Inc.  from  1991 to 1993.  Prior  to  joining  MNC  Leasing
Corporation  and  during  the period  from 1993 to 1995,  he was  engaged in the
private practice of law in both North Carolina and Maryland.









                                       78
<PAGE>
<TABLE>
<CAPTION>



Item 11.

Executive Compensation

                           Summary Compensation Table

     The  following  table  sets  forth  certain   information   concerning  the
compensation  paid or accrued for the last three  completed  fiscal years of our
highest paid  officers  (the "Named  Executive  Officers")  who  received  total
compensation in excess of $100,000 during 2002.

                                                                                                    Long-Term
                                                                                                  Compensation
                                                                                                    Awards
                                                                                                ---------------
                                                                             Annual                Securities            All Other
                                                                          Compensation             Underlying          Compensation
                                                                          ------------
                                                          Year        Salary        Bonus          Options(1)               (2)
                                                          ----        ------        -----        ------------          ------------
<S>                                                       <C>        <C>          <C>            <C>                   <C>
Gerard E. Holthaus
President and Chief Executive Officer ....................2002       $452,692     $116,250               --             $9,183
                                                          2001        439,177      139,500               --              9,433
                                                          2000        413,600      103,500               --              9,433

Joseph F. Donegan
Executive Vice President - U.S. Field Operations..........2002        321,490       37,500               --              3,885
                                                          2001        305,245       45,000               --              5,375
                                                          2000        260,609       33,750            1,000              4,625

William C. LeBuhn
Senior Vice President and Chief Administrative Officer....2002        159,423       42,750               --              4,111
                                                          2001        144,073       43,200               --              1,938
                                                          2000        133,708       33,000            1,000                 --

William Gessner
Vice President-Information Services.......................2002        144,038       26,250               --              3,726
                                                          2001        139,615       31,500               --              3,615
                                                          2000        129,615       22,500               --              3,337

Dean Fisher
Vice President - Operations...............................2002        130,869       30,000               --              1,129
                                                          2001         39,733       36,000               --              1,125
                                                          2000             --           --               --                 --



</TABLE>
                                                                        79
<PAGE>

<TABLE>
<CAPTION>

                                                     Summary Compensation Table (continued)



                                                                                                   Long-Term
                                                                                                  Compensation
                                                                                                    Awards
                                                                                                ---------------
                                                                             Annual                Securities            All Other
                                                                          Compensation             Underlying          Compensation
                                                                          ------------
                                                          Year        Salary        Bonus          Options(1)               (2)
                                                          ----        ------        -----        ------------          -------------
<S>                                                       <C>        <C>          <C>            <C>                   <C>

J. Collier Beall
Former Senior Vice President and Southern Region
Manager................................................... 2002       151,998         --               --                 150,192
                                                           2001       275,074     40,500               --                   2,616
                                                           2000       258,837     33,750               --                   2,637

Gerard E. Keefe
Former Senior Vice President and Chief Financial Officer  2002        148,851     45,000               --                  36,165
                                                          2001        174,513     54,000               --                   4,500
                                                          2000        159,675     40,500               --                   4,125



(1) Represents  options granted to purchase  shares of Holdings  pursuant to the
1997 Plan for options granted in 2000.

(2) Represents  employer match under the 401(k) plan and for Mr.  Holthaus,  the
amounts include a disability  insurance  premium of $4,058 in each of 2002, 2001
and 2000. In addition,  for Mr. Beall, whose employment  terminated in June 2002
and Mr. Keefe, whose employment  terminated in October 2002, the amounts include
paid severance of $148,698 and $33,435, respectively.


Former Employees

         Gerard E. Keefe

     Mr. Keefe was employed as the Chief Financial Officer for the Company until
October 11, 2002. At the time that his employment ended, his base annual salary,
including car allowance,  was $188,050. On October 11, 2002, the Company entered
into a Severance Agreement and General Release (the "Keefe Severance and Release
Agreement")  with Mr. Keefe.  Under the terms of the Keefe Severance and Release
Agreement,  the Company is required to pay Mr. Keefe, in addition to any amounts
earned but not yet paid to him, the amount of his base salary  through  February
20, 2004 plus $45,000 as his  management  incentive for the year ended  December
31, 2002. Mr. Keefe is entitled to medical coverage under the Company's  medical
plans until February 20, 2004.

     Further, the Keefe Severance and Release Agreement also allows Mr. Keefe to
retain his interest in his company stock options and shares.  It also contains a
provision prohibiting Mr. Keefe from disclosing any confidential  information of
the Company.  Additionally,  the Keefe Severance and Release Agreement  provides
that Mr. Keefe may not compete with the Company  until such time as he no longer
retains  company  stock  options  or shares.  The Keefe  Severance  and  Release
Agreement also provides for outplacement services equivalent to $5,000.


                                       80
</TABLE>

<PAGE>



     J. Collier Beall

     Mr. Beall was employed as the Senior Vice President of the Southern  Region
for the Company until June 3, 2002. At the time that his employment  ended,  his
base salary, including car allowance, was $287,800. On June 3, 2002, the Company
entered into a Severance Agreement and General Release (the "Beall Severance and
Release  Agreement") with Mr. Beall.  Under the terms of the Beall Severance and
Release Agreement,  the Company is required to pay Mr. Beall, in addition to any
amounts  earned but not yet paid to him,  the amount of his base  annual  salary
through  December 31, 2003. Mr. Beall is entitled to medical  coverage under the
Company's medical plans until May 31, 2004.

     Further,  the Beall  Severance  and Release  Agreement  allows Mr. Beall to
retain his interest in his company stock options and shares.  It also contains a
provision prohibiting Mr. Beall from disclosing any confidential  information of
the Company.  Additionally,  the Beall Severance and Release Agreement  provides
that Mr. Beall may not compete with the Company  until such time as he no longer
retains  company  stock  options  or shares.  The Beall  Severance  and  Release
Agreement also provides for six months of outplacement services.







                                       81
<PAGE>



               Aggregated Option Exercises in Last Fiscal Year and
                          Fiscal Year-End Option Values




     The following table contains  information  covering the number and value of
unexercised stock options held by the Named Executive Officers at the end of the
fiscal year.

                     Number of Securities
                    Underlying Unexercised              Value of Unexercised
                          Options at                   In-the-Money Options
                       Fiscal Year End (1)              At Fiscal Year End ($)
Name              Exercisable/Unexercisable (2)     Exercisable/Unexercisable(3)
-----------------------------------------------     ----------------------------

Gerard E. Holthaus....           275,513 / --                 $8,343,023 / $--

Joseph F. Donegan ....          101,675 / 700                  3,036,786 /  --

William C. LeBuhn.....           93,250 / 600                  2,923,605 /  --

William G. Gessner....         17,475 / 5,000                    291,608 /  --

Dean T. Fisher........          1,000 / 4,000                          -- / --

J. Collier Beall......           102,425 / --                  3,084,467 /  --

Gerard E. Keefe.......           88,950 /  --                  2,603,544 /  --




(1)      No options were exercised by the Named Executive Officers during
         fiscal 2002.

(2)      For options granted under the 1997 Plan, 50% vest ratably over five
         years and 50% vest ratably based on us meeting certain financial
         targets over the same five periods. All other options became fully
         vested in conjunction with the Recapitalization.

(3)      Based on the estimated fair market value at December 31, 2002.






                                       82

<PAGE>


Scotsman Holdings, Inc. 1994 Employee Stock Option Plan

     In March  1995,  a stock  option  plan was  adopted  for certain of our key
employees.  All  options  outstanding  under this plan  became  fully  vested in
conjunction with the Recapitalization.  The options are exercisable for a period
of 10 years from date of grant.

Scotsman Holdings, Inc. Amended and Restated 1997 Employee Stock Option Plan

     In December  1997,  a stock  option plan was adopted for certain of our key
employees,  which was amended and restated in December 1998.  Under the plan, up
to 479,500 options to purchase  Holdings' common stock may be granted.  In 2002,
6,300  options  were  granted  under  this plan at an offer  price of $50.67 per
share.  Fifty  percent of the options  granted  vest ratably over five years and
fifty  percent  vest  ratably  based on the Company  meeting  certain  financial
targets over the same five periods. All options expire 10 years from the date of
grant.

401(k)/Defined Contribution Plan

     On May 1, 1993, we adopted a defined  contribution plan (the "401(k) Plan")
which is  intended  to satisfy the tax  qualification  requirements  of Sections
401(a), 401(k), and 401(m) of the Internal Revenue Code of 1986, as amended (the
"Code").  Each  of our  employees  is  eligible  to  participate  in the  salary
reduction  feature of the 401(k) Plan. The 401(k) Plan permits  participants  to
contribute  up to the  dollar  limit  described  in  Section  402(g) of the Code
($11,000 in 2002).  In accordance with the Economic Growth and Tax Relief Act of
2001,  the  Plan  also  allows  employees  over the age of 50 to  contribute  an
additional  $1,000.  This is known as the "catch-up  contribution."  All amounts
deferred by a participant  under the 401(k) Plan's salary reduction feature by a
participant are fully vested.

     The 401(k) Plan has a "matching"  contribution  feature  under which we may
contribute a percentage  of the amount  deferred by each  participant  who makes
salary reduction deferrals to the 401(k) Plan, and is employed by us on the last
day of the  year.  This  percentage,  if any,  is  determined  by the  Board  of
Directors at their  discretion and is communicated  to 401(k) Plan  participants
during the year for which the matching  contribution will be made. This matching
percentage is not applied to "catch-up  contributions" deferred by participants.
Matching  contributions  made on behalf of a 401(k) Plan participant are subject
to a deferred  vesting  schedule based on the number of years a participant  has
been employed by us. A participant becomes 20%, 40%, 60%, 80% and 100% vested in
the  matching  contributions  made to the 401(k) Plan on his or her behalf after
completion of 1, 2, 3, 4 and 5 years of service with us, respectively.

     The 401(k)  Plan also has a "profit  sharing"  feature,  under which we may
contribute,  at our discretion,  an additional  amount which is allocated to the
accounts of active participants who have been employed for 12 consecutive months
by the Company,  who have completed  1,000 hours of service during the Plan Year
and who are  employed on the last day of the year,  based on such  participants'
compensation  for the year.  The vesting  schedule  for these  contributions  is
identical to that for matching contributions.

     A  participant's  401(k)  Plan  benefits  generally  are  payable  upon the
participant's death, disability, retirement, or other termination of employment.
Payments under the 401(k) Plan are made in a lump sum.

     In 2002, we made matching  contributions to the 401(k) Plan participants in
an aggregate amount of $668,376.

                                       83
<PAGE>

Deferred Compensation Plan for Executives

     During 1997, we adopted a deferred  compensation  plan for executives  (the
"Plan") which is meant to be an unfunded  deferred  compensation plan maintained
for a select  group  of  management  within  the  meaning  of  Sections  201(2),
301(a)(3) and 401 (a)(1) of the Employee Retirement Income Security Act of 1974.
The Plan allows key employees to defer a specified amount of their  compensation
until termination or upon the occurrence of other specified events. Such amounts
are placed in the investment  vehicles of the employee's  choice. As of December
31, 2002, the total amount  deferred under this Plan,  including  earnings,  was
approximately $649.

Compensation Committee Interlocks and Insider Participation

     During  2002,  the  Compensation  Committee  was  comprised  of two outside
directors:  David P.  Spalding and Steven B. Gruber.  No member of the Committee
has any interlocking or insider  relationship with the Company which is required
to be reported under the applicable  rules and regulations of the Securities and
Exchange Commission.












                                       84
<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management

     All of the issued and outstanding shares of Common Stock of the Company are
owned by Holdings.  The following table sets forth certain information regarding
the  beneficial  ownership of Holdings'  Common Stock as of December 31, 2002 by
(i) all persons owning of record or beneficially to the knowledge of the Company
5% or more of the  issued  and  outstanding  Holdings  Common  Stock,  (ii) each
director  individually,  (iii)  each  executive  officer  named  in the  Summary
Compensation Table, and (iv) all executive officers and directors as a group.

                                                         Shares of
Name                                                  Common Stock    Percentage
----                                                  ------------    ----------
Cypress Merchant Banking Partners L.P.(1)(2)(3)
     c/o The Cypress Group L.L.C.
     65 East 55th Street
         New York, NY 10022         .................    2,431,523      39.25%

Cypress Offshore Partners L.P.(1)(2)(3)
     Bank of Bermuda (Cayman) Limited
     P.O. Box 513 G.T.
     Third Floor
     British American Tower
     George Town, Grand Cayman
     Cayman Islands, B.W.I...........................      125,939       2.03

Scotsman Partners, L.P.(2)(3)(4)
     201 Main Street
     Fort Worth, TX 76102  ..........................    2,557,462      41.28

Odyssey Investment Partners Fund, LP(3)(5)
     280 Park Avenue
     New York, NY 10017    ..........................      716,536      11.57

James N. Alexander(6)      ..........................          ---        ---
Michael F. Finley(7)       ..........................          ---        ---
Steven B. Gruber(6)        ..........................          ---        ---
Brian Kwait(8).......................................          ---        ---
David P. Spalding(7).................................          ---        ---
Gerard E. Holthaus (9)(10)(11).......................      313,613       4.85
Joseph F. Donegan (9)(10)(11)........................      105,275       1.67
William C. LeBuhn (9)(10)(11)........................       96,250       1.53
William G. Gessner (9)(10)(11).......................       17,475        .28
Dean T. Fisher (9)(10)(11)...........................        1,000        .02
J. Collier Beall (9)(10)(11).........................      106,925       1.70
Gerard E. Keefe (9)(10)(11)..........................       90,450       1.44

All executive officers and directors as a group......      793,268      11.44

                                       85
<PAGE>



          (1)  Cypress  Merchant  Banking  Partners  L.P.  and Cypress  Offshore
               Partners  L.P. are  controlled  by The Cypress  Group  L.L.C.  or
               affiliates  thereof.  Certain  executives  of The  Cypress  Group
               L.L.C., including Messrs. Jeffrey Hughes, James Singleton,  David
               Spalding  and James  Stern,  may be  deemed  to share  beneficial
               ownership  of the shares shown as  beneficially  owned by Cypress
               Merchant Banking Partners L.P. and Cypress Offshore Partners L.P.
               Each of such individuals  disclaims  beneficial ownership of such
               shares.

          (2)  Does  not  include  shares   beneficially  owned  by  members  of
               management,  as to which the Investor  Group (as defined  herein)
               has an irrevocable proxy.

          (3)  Under the Investor  Stockholders  Agreement (as defined  herein),
               the Cypress Stockholders (as defined herein),  Scotsman Partners,
               L.P.,  and  Odyssey  Investment  Group (as defined  herein)  have
               agreed to vote their shares for certain nominees for director and
               other matters and the Cypress  Stockholders,  Scotsman  Partners,
               L.P.,  and Odyssey  Investment  Group have agreed to restrict the
               transfer  of their  shares  subject  to certain  exceptions.  See
               "Certain   Relationships   and   Related   Transactions--Investor
               Stockholders Agreement."

          (4)  The  shares  of  Holdings  Common  Stock  beneficially  owned  by
               Scotsman  Partners,  L.P.  may be deemed to be owned by J. Taylor
               Crandall,  Group 31, Inc.  ("Group 31") and Arbor Scotsman,  L.P.
               ("AS").  Mr. Crandall is the sole  stockholder of Group 31, which
               is the  general  partner of AS,  which,  in turn,  is the general
               partner of Scotsman Partners,  L.P. Group 31 and AS disclaim such
               beneficial ownership.  The address of Mr. Crandall,  Group 31 and
               AS is the same as Scotsman  Partners.  Mr. Crandall is a Managing
               Partner of Oak Hill Capital Management, Inc.

          (5)  Includes  1,461  shares  that are  beneficially  owned by Odyssey
               Coinvestors,  LLC, an affiliate of Odyssey  Investment  Partners,
               LLC (together,  "Odyssey Investor Group"). The General Partner of
               Odyssey Investment Partners Fund, LP is Odyssey Capital Partners,
               LLC a Delaware limited liability company (the "General Partner of
               Odyssey") and the Managing Member of Odyssey Coinvestors,  LLC is
               Odyssey  Investment  Partners,  LLC, a Delaware limited liability
               company. Paul D. Barnett,  Stephen Berger, William Hopkins, Brian
               Kwait and Muzzi  Mirza are  Managing  Members of Odyssey  Capital
               Partners,   LLC  and  Odyssey  Investment  Partners,   LLC,  and,
               therefore,  may each be deemed  to share  voting  and  investment
               power with respect to 716,536 shares and votes deemed to be owned
               by  the  General  Partner  of  Odyssey  and  Odyssey   Investment
               Partners, LLC. Each Messrs.  Barnett,  Berger, Hopkins, Kwait and
               Mirza disclaims beneficial ownership of such shares.

          (6)  Such person's address is c/o Scotsman Partners, L.P.

          (7)  Such person's  address is c/o Cypress  Merchant  Banking Partners
               L.P.

          (8)  Such person's  address is c/o Odyssey  Investment  Partners Fund,
               LP.

          (9)  Such  person's  address  is c/o  the  address  of  the  Company's
               principal executive offices.

                                       86
<PAGE>



          (10) Each  member  of  management  is a  party  to  the  Stockholders'
               Agreement   whereby   he  or  she  has   agreed   to  limit   the
               transferability of his or her shares. See "Certain  Relationships
               and Related Transactions--Stockholders' Agreement."

          (11) Includes 275,513,  101,675,  17,475, 1,000, 102,425,  88,950, and
               93,250  shares  held as  options by  Messrs.  Holthaus,  Donegan,
               Gessner,  Fisher,  Beall,  Keefe and  LeBuhn,  respectively.  All
               executive  officers as a group  includes  741,068  shares held as
               options.  Messrs.  Beall and Keefe are no longer  employed by the
               Company.














                                       87

<PAGE>


Item 13. Certain Relationships and Related Transactions

The Recapitalization

     Holdings,  the Odyssey Investor Group, certain other existing  stockholders
of Holdings,  certain partnerships  affiliated with The Cypress Group L.L.C. and
Scotsman Partners, L.P. are parties to a Recapitalization  Agreement dated April
11,  1997  pursuant  to which the  Recapitalization  occurred.  See  "Business -
Recapitalization".

Stockholders' Agreement

     Cypress Merchant Banking Partners,  L.P., Cypress Offshore Partners,  L.P.,
Scotsman  Partners,  L.P.  (collectively the "Investor  Group"),  the Management
Stockholders  and  Holdings  are  parties  to  a  Management  Stockholders'  and
Optionholders'  Agreement  dated as of  September  14, 1998 (the  "Stockholders'
Agreement"),  which contains certain rights and restrictions with respect to the
transfer  of  each  Management   Stockholder's   shares  of  Common  Stock.  The
Stockholders'  Agreement prohibits the transfer of any shares of Common Stock by
Management  Stockholders  (other  than sales  required  in  connection  with the
disposition  of all shares of Common Stock owned by the  Investor  Group and its
affiliates)  until the earlier of twelve months after an initial public offering
of the  equity of  Holdings  for  designated  officers  (and sixty days after an
initial  public  offering  for  non-designated  officers)  or the day  after the
Investor  Group and its  affiliates  have  disposed of more than  33-1/3% of the
shares  of  Common  Stock  originally   acquired  by  the  Investor  Group,  and
thereafter,  the  aggregate  number of shares which may be  transferred  by each
Management  Stockholder in any calendar year (other than certain required sales)
may not exceed 25% of the number of shares acquired pursuant to the Subscription
Agreement  between  Holdings and such Management  Stockholder plus the number of
any shares  acquired  pursuant to the  exercise of stock  purchase  options.  In
addition, the Stockholders' Agreement restricts the transfer of shares of Common
Stock by each Management Stockholder for a period of five years from the date of
purchase of such  shares,  except  certain  permitted  transfers  and  transfers
pursuant to an effective  registration  statement or in accordance with Rule 144
under the Securities Act. Upon the expiration of such five-year period,  subject
to the foregoing  restrictions,  each  Management  Stockholder  may transfer his
shares after giving to the Investor Group and Holdings, respectively, a right of
first refusal to purchase such shares.

     Each Management Stockholder has the right (and in limited circumstances the
obligation) to sell his shares in connection with certain dispositions of shares
by the  Investor  Group  and the right to cause his  shares  to be  included  in
certain  registrations  of  Common  Stock on behalf of the  Investor  Group.  In
addition, upon termination of any Management Stockholder's employment,  Holdings
may elect to require such Management  Stockholder to sell to Holdings all of his
shares.


                                       88
<PAGE>


Investor Stockholders Agreement

     On May 22, 1997, Holdings, certain partnerships affiliated with The Cypress
Group,  L.L.C.  (the  "Cypress   Stockholders")  and  Scotsman  Partners,   L.P.
(collectively,    including   their   permitted   transferees,   the   "Investor
Stockholders") and the Odyssey Investor Group, BT Investment Partners,  Inc. and
certain other  stockholders  (together with their permitted  transferees and the
Investor Stockholders, the "Stockholders") entered into an investor stockholders
agreement,  which was  subsequently  amended on September 1, 1998 (the "Investor
Stockholders Agreement").

     Under the terms of the Investor  Stockholders  Agreement,  unless otherwise
agreed to by the Investor Stockholders,  the board of directors of Holdings (the
"Board of Directors") will consist of nine directors: three persons nominated by
the Cypress  Stockholders,  three persons  nominated by Scotsman  Partners,  one
person  nominated  by Odyssey  Investment  Group,  the  Chairman of the Board of
Directors and the President of Holdings. Each of Cypress Stockholders,  Scotsman
Partners and Odyssey  Investment  Group is entitled to remove and replace any or
all of their respective designees on the Board of Directors and each is entitled
to remove the  director or  directors  who are the Chairman of the Board and the
President  of  Holdings  in  accordance  with  the  provisions  of the  Investor
Stockholders  Agreement. If the Holdings Common Stock held by either the Cypress
Stockholders  or Scotsman  Partners is reduced to an amount less than 20% of the
outstanding  Holdings Common Stock,  but 5% or more of the outstanding  Holdings
Common Stock, the Cypress Stockholders or Scotsman Partners, as the case may be,
will be entitled to designate one director.  Each of the Cypress Stockholders or
Scotsman Partners will lose the right to designate one director when the Cypress
Stockholders or Scotsman Partners,  as the case may be, no longer holds at least
5% of the  outstanding  Holdings  Common  Stock.  From and  after  the date that
Odyssey  Investment  Group owns less than 5% of the outstanding  Holdings Common
Stock,  it will no longer be entitled to designate  any director for election or
removal.  If  any  of  Cypress  Stockholders,   Scotsman  Partners  and  Odyssey
Investment Group is entitled to designate a lesser number of directors  pursuant
to the  Investor  Stockholders  Agreement,  then they will vote their  shares to
cause the number of the entire Board of Directors to be reduced by the number of
directors they are no longer entitled to designate.

     Under the Investor  Stockholders  Agreement,  until such time as either the
Cypress Stockholders or the Scotsman Partners is no longer entitled to designate
three directors,  without the approval of a majority of the directors designated
by  each  of the  Cypress  Stockholders  and  Scotsman  Partners,  respectively,
Holdings will not take certain actions (including mergers, consolidations, sales
of all or  substantially  all  assets,  electing  or  removing  the  Chairman or
President of  Holdings,  issuing  securities,  incurring  certain  indebtedness,
making certain  acquisitions,  approving operating and capital budgets and other
major transactions).

     Under the Investor Stockholders Agreement,  prior to the consummation of an
initial public  offering of Holdings Common Stock (an "IPO"),  each  Stockholder
will have the right to acquire  shares of Holdings  Common  Stock in  connection
with  certain new  issuances  of Holdings  Common  Stock,  on the same terms and
conditions,  for the amount necessary to allow the participating  Stockholder to
maintain its percentage holding of the outstanding Holdings Common Stock.

     The  Investor  Stockholders  Agreement  contains  provisions  limiting  the
ability of Stockholders to transfer their shares in certain circumstances. Among
other provisions,  the Investor  Stockholders  Agreement  includes (i) rights of
first  offer in favor of the  Investor  Stockholders  with  respect to  proposed
transfers of shares to a third party and (ii) tag-along  rights in favor of each

                                       89
<PAGE>

Stockholder  pursuant to which a selling Stockholder would be required to permit
the other  Stockholders to participate on a proportional  basis in a transfer of
shares to a third party. Also, if one or more Stockholders  holding at least 60%
of the  outstanding  Holdings  Common Stock  determine to sell shares to a third
party, in certain  circumstances such Stockholders have the right to require the
other Stockholders to sell their shares to such third party.

     Under the Investor Stockholders Agreement,  the Stockholders have the right
to require the Company to register  their shares of Holdings  Common Stock under
the Securities Act in certain circumstances,  including upon a demand of certain
of the Stockholders.

     The Investor  Stockholders  Agreement (other than the  registration  rights
provisions)  will  terminate  (unless  earlier  terminated  as  specified in the
Investor  Stockholders  Agreement) upon the earlier of (i) May 22, 2007 and (ii)
completion of an IPO.

Employment Arrangement

     During 2002,  Mr. Gossett was engaged by the Company to assist with mergers
and  acquisitions,  real estate project  management,  strategic  initiatives and
other general business services. As compensation for these services, Mr. Gossett
received  $120,000 for the year ended December 31, 2002. In accordance  with the
employment arrangement, Mr. Gossett served as Chairman Emeritus of the Company's
Board of Directors until October 31, 2002 when his employment arrangement ended.











                                       90
<PAGE>


Item 14. Controls and Procedures

(a)       Evaluation of disclosure controls and procedures.

          Our Chief Executive Officer, and Chief Financial Officer,
          have concluded, based on their evaluation as of a date
          within 90 days prior to the date of filing of this annual
          report, that our disclosure controls and procedures are
          (1) effective to ensure that material information required
          to be disclosed by us in reports filed or submitted by us
          under the Securities Exchange Act of 1934 , as amended, is
          recorded, processed, summarized and reported within the
          time periods specified in the SEC's rules and forms, and
          (2) designed to ensure that material information required
          to be disclosed by us in such reports is accumulated and
          communicated to our management, including our Chief
          Executive Officer and Chief Financial Officer, as
          appropriate, to allow timely decisions regarding required
          disclosure.


(b)      Changes in Internal Controls.

          There were no significant changes in our internal controls
          or in other factors that could significantly affect these
          controls subsequent to the date of their evaluation, nor
          were there any significant deficiencies or material
          weaknesses in our internal controls. Accordingly, no
          corrective actions were required or undertaken.


It should be noted  that any  system of  controls,  however  well  designed  and
operated,  can provide only  reasonable,  and not absolute,  assurance  that the
objectives of the system are met. In addition,  the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance  that any design will  succeed in achieving  its stated goals under
all potential future conditions regardless of how remote.








                                       91


<PAGE>




                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     (a) Financial Statements and Financial Statement Schedules (1) and (2). See
         Index to Financial Statements and Supplemental  Schedules at Item 8
         of this Annual Report on Form 10-K.


     (b) Reports on Form 8-K.

         None


     (c) Exhibits

   Exhibit Number

         2.1  --  Recapitalization Agreement, dated as of April 11, 1997.
                  (Incorporated by reference to Exhibit 2 of Scotsman's Form
                  8-K dated May 22, 1997.)

         2.2  --  Stock Purchase Agreement, dated as of July 23, 1998.
                  (Incorporated  by  reference  to  Exhibit 2 of Scotsman's
                   Form 8-K dated September 1, 1998.)

         3.1  --  Certificate of Incorporation of Williams Scotsman, Inc.,
                  as amended.  (Incorporated by reference to Exhibit 3(i)
                  of Scotsman's Form 8-K dated November 27, 1996).

         3.2  --  By-laws of Williams Scotsman, Inc.  (Incorporated
                  by reference to Exhibit 3.2 of Scotsman's Registration
                  Statement on Form S-l, Commission File No. 33-68444).

         4.1  --  Indenture dated as of May 15, 1997 among Williams
                  Scotsman, Inc., Mobile Field Office Company, Willscot
                  Equipment, LLC and The Bank of New York, as trustee.
                  (Incorporated by reference to Exhibit 4.1 of Scotsman's
                  Registration Statement on Form S-4,
                  Commission File No. 333-30753).

         10.1  -- Credit Agreement, dated as of May 22, 1997 and Amended
                  and Restated as of September 1, 1998, by and among
                  Williams Scotsman, Inc., Scotsman Holdings, Inc.
                  each of the financial institutions named therein, Bankers
                  Trust Company, as issuing bank and BT Commercial
                  Corporation, as agent. (Incorporated by reference to
                  Exhibit 10.1 to Scotsman's annual report on Form 10-K
                  for the year ended December 31, 1998.

                                       92
<PAGE>

         10.2  -- Investor Stockholders Agreement, dated as of May 22, 1997,
                  among Scotsman Partners, L.P., Cypress Merchant Banking
                  Partners, L.P., Cypress Offshore Partners, L.P., Odyssey
                  Partners, L.P., Barry P. Gossett, BT Investment Partners, Inc.
                  and certain other stockholders.  (Incorporated by reference
                  to Exhibit 10.3 of Scotsman's Registration Statement on
                  Form S-4, Commission File No.333-30753).

         10.3  -- Amendment No. 1 to Investor Stockholders Agreement, dated
                  as of September 1, 1998, among Scotsman Partners, L.P.
                  Cypress Merchant Banking Partners, L.P., Cypress Offshore
                  Partners, L.P., Odyssey Partners, L.P., Barry P. Gossett,
                  BT Investment Partners, Inc. and certain other stockholders.
                  (Incorporated by reference to Exhibit 10.3 of Scotsman's
                  1998 Form 10-K.)

         10.4  -- Management Stockholders' and Optionholders' Agreement, dated
                  as of September 14, 1998, among Scotsman Partners, L.P.,
                  Cypress Merchant Banking Partners, L.P., Cypress Offshore
                  Partners, L.P., and certain management stockholders of
                  Holdings. (Incorporated by reference to Exhibit 10.4 of
                  Scotsman's annual report on Form 10-K for the year ended
                  December 31, 1998.)

         10.5  -- Scotsman Holdings, Inc. Employee Stock Purchase Plan.
                  (Incorporated by reference to Exhibit 10.8 of Registration
                  Statement on Form S-1 of Scotsman Holdings, Inc.
                  Commission File No.:33-68444).


         10.6  -- Scotsman Holdings, Inc. 1994 Employee Stock Option
                  Plan.  (Incorporated by reference to Exhibit 10.11 of
                  Scotsman's annual report on Form 10-K for the year ended
                  December 31, 1994).

         10.7  -- Scotsman Holdings, Inc. Amended and Restated 1997 Employee
                  Stock Option Plan. (Incorporated by reference to Exhibit 10.7
                  of Scotsman's annual report on Form 10-K for the year ended
                  December 31, 1998.)


         10.8 --  First Amendment to Credit Agreement dated as of July 7, 1999.
                  (Incorporated by reference to Exhibit 10.8 to Scotsman's
                  quarterly report on Form 10-Q for the quarter ended
                  September 30, 1999).


         10.9 --  Second Amendment to Credit Agreement dated as of
                  September 15, 1999. (Incorporated by reference to
                  Exhibit 10.9 to Scotsman's quarterly report on
                  Form 10-Q for the quarter ended September 30, 1999).


         10.10 -- Third Amendment to Credit Agreement dated as of
                  January 26, 2001. (Incorporated by Reference to
                  Exhibit 99.1 of the Company's Form 8-K dated
                  February 12, 2001).
                                       93

<PAGE>

         10.11 -- Credit Agreement, dated as of March 26, 2002,  by and among
                  Scotsman Holdings,  Inc., Williams Scotsman, Inc., various
                  financial institutions named therein, Bankers  Trust  Company,
                  as  administrative  agent,  Fleet  Capital  Corporation  and
                  Congress Financial Corporation as Co-Syndication  Agents, Bank
                  of America, N.A. and GMAC Business Credit, LLC as
                  Co-Documentation  Agents,  and Deutsche Banc Alex.  Brown Inc.
                  as Sole Lead Arranger and Sole Book  Manager.  (Incorporated
                  by reference to Exhibit 10.1 to Scotsman's  Registration
                  Statement on Form S-4, Commission File No. 333-86482).


         10.12 -- First Amendment dated as of February 27, 2003 to Credit
                  Agreement dated as of March 26, 2002.


         10.13 -- Severance Agreement and General Release for Gerard E. Keefe
                  dated October 11, 2002.

         10.14 -- Severance Agreement and General Release for J. Collier Beall
                  dated June 3, 2002.


         12.1  -- Statement regarding computation of ratios.

         21.1  -- Subsidiaries  of  Registrant: Willscot  Equipment, LLC, Space
                  Master  International,   Inc., Evergreen Mobile Company, Truck
                  & Trailer Sales, Inc. Williams Scotsman, Inc. and
                  Williams Scotsman of Canada, Inc.

         99.1  -- Certification pursuant to 18 U.S.C. Section 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for
                  Gerard E. Holthaus, Chief Executive Officer of the Company.

         99.2 --  Certification pursuant to 18 U.S.C. Section 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for
                  John C. Cantlin, Chief Financial Officer of the Company.



                                       94
<PAGE>



                                   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.





                                                     SCOTSMAN HOLDINGS, INC.
                                                     By: /s/ Gerard E. Holthaus
                                                     --------------------------
                                                     Gerard E. Holthaus
                                                     Chief Executive Officer




Dated:  March 28, 2003






                                       95

<PAGE>



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



         Name                    Capacity                             Date

/s/ Gerard H. Holthaus           Chairman, President, Chief       March 28, 2003
----------------------
Gerard H. Holthaus               Executive Officer and Director
                                 (principal executive officer)

/s/ John C. Cantlin              Chief Financial Officer          March 28, 2003
---------------------------
John C. Cantlin                  (principal financial officer)

/s/ Glenn A. Schultz              Controller                      March 28, 2003
---------------------------
Glenn A. Schultz                 (principal accounting officer)


/s/ James N. Alexander           Director                         March 28, 2003
-------------------------
James N. Alexander

/s/ Michael F. Finley            Director                         March 28, 2003
---------------------------
Michael F. Finley


/s/ Steven B. Gruber             Director                         March 28, 2003
---------------------------
Steven B. Gruber

/s/ Brian Kwait                  Director                        March 28, 2003
---------------------------
Brian Kwait

/s/ David P. Spalding            Director                        March 28, 2003
---------------------------
David P. Spalding






                                       96
<PAGE>


                                 CERTIFICATIONS

         I, Gerard E. Holthaus, Chief Executive Officer, certify, that:

                           (1) I have reviewed this annual report on Form 10-K
                               of Scotsman Holdings, Inc.;

                           (2) Based on my knowledge, this annual report does
                               not contain any untrue statement of a material
                               fact or omit to state a material fact necessary
                               to make the statements made, in light of the
                               circumstances under which such statements were
                               made, not misleading with respect to the period
                               covered by this annual report;

                           (3) Based on my knowledge, the financial statements,
                               and other financial information included in this
                               annual report, fairly present in all material
                               respects the financial condition, results of
                               operations and cash flows of the registrant as
                               of, and for, the periods presented in this annual
                               report;

                           (4) The registrant's other certifying officers and I
                               are responsible for establishing and maintaining
                               disclosure controls and procedures (as defined in
                               Exchange Act Rules 13a-14 and 15d-14) for the
                               registrant and have:

                                     a) designed such disclosure controls and
                                        procedures to ensure that material
                                        information relating to the registrant,
                                        including its consolidated subsidiary,
                                        is made known to us by others within
                                        the entity, particularly during the
                                        period in which this annual report is
                                        being prepared;

                                     b) evaluated the effectiveness of the
                                        registrant's disclosure controls and
                                        procedures as of a date within 90 days
                                        prior to the filing date of this annual
                                        report (the "Evaluation Date"); and

                                     c) presented in this annual report our
                                        conclusions about the effectiveness of
                                        the disclosure controls and procedures
                                        based on our evaluation as of the
                                        Evaluation Date;



                                       97

<PAGE>



                           (5) The registrant's other certifying officers and I
                               have disclosed, based on our most recent
                               evaluation, to the registrant's auditors and the
                               audit committee of registrant's board of
                               directors (or persons performing the equivalent
                               function):

                                     a) all significant deficiencies in the
                                        design or operation of internal controls
                                        which could adversely affect the
                                        registrant's ability to record, process,
                                        summarize and report financial data and
                                        have identified for the registrant's
                                        auditors any material weaknesses in
                                        internal controls; and

                                     b) any fraud, whether or not material, that
                                        involves management or other employees
                                        who have a significant role in the
                                        registrant's internal controls; and


                           (6) The registrant's other certifying officers and I
                               have indicated in this annual report whether or
                               not there were significant changes in internal
                               controls or in other factors that could
                               significantly affect internal controls subsequent
                               to the date of our most recent evaluation,
                               including any corrective actions with regard to
                               significant deficiencies and material weaknesses.



         /s/ Gerard E. Holthaus
         Gerard E. Holthaus
         Chief Executive Officer

         March 28, 2003






                                       98
<PAGE>


                                 CERTIFICATIONS

         I, John C. Cantlin, Chief Financial Officer, certify, that:

                           (1) I have reviewed this annual report on Form 10-K
                               of Scotsman Holdings, Inc.;

                           (2) Based on my knowledge, this annual report does
                               not contain any untrue statement of a material
                               fact or omit to state a material fact necessary
                               to make the statements made, in light of the
                               circumstances under which such statements were
                               made, not misleading with respect to the period
                               covered by this annual report;

                           (3) Based on my knowledge, the financial statements,
                               and other financial information included in this
                               annual report, fairly present in all material
                               respects the financial condition, results of
                               operations and cash flows of the registrant as
                               of, and for, the periods presented in this annual
                               report;

                           (4) The registrant's other certifying officers and I
                               are responsible for establishing and maintaining
                               disclosure controls and procedures (as defined in
                               Exchange Act Rules 13a-14 and 15d-14) for the
                               registrant and have:

                                     a) designed such disclosure controls and
                                        procedures to ensure that material
                                        information relating to the registrant,
                                        including its consolidated subsidiary,
                                        is made known to us by others within
                                        the entity, particularly during the
                                        period in which this annual report is
                                        being prepared;

                                     b) evaluated the effectiveness of the
                                        registrant's disclosure controls and
                                        procedures as of a date within 90 days
                                        prior to the filing date of this annual
                                        report (the "Evaluation Date"); and

                                     c) presented in this annual report our
                                        conclusions about the effectiveness of
                                        the disclosure controls and procedures
                                        based on our evaluation as of the
                                        Evaluation Date;


                                       99
<PAGE>



                           (5) The registrant's other certifying officers and I
                               have disclosed, based on our most recent
                               evaluation, to the registrant's auditors and the
                               audit committee of registrant's board of
                               directors (or persons performing the equivalent
                               function):

                                     a) all significant deficiencies in the
                                        design or operation of internal controls
                                        which could adversely affect the
                                        registrant's ability to record, process,
                                        summarize and report financial data and
                                        have identified for the registrant's
                                        auditors any material weaknesses in
                                        internal controls; and

                                     b) any fraud, whether or not material, that
                                        involves management or other employees
                                        who have a significant role in the
                                        registrant's internal controls; and


                           (6) The registrant's other certifying officers and I
                               have indicated in this annual report whether or
                               not there were significant changes in internal
                               controls or in other factors that could
                               significantly affect internal controls subsequent
                               to the date of our most recent evaluation,
                               including any corrective actions with regard to
                               significant deficiencies and material weaknesses.



         /s/ John C. Cantlin
         ------------------------
         John C. Cantlin
         Chief Financial Officer

         March 28, 2003





                                      100
<PAGE>



Supplemental  Information  to  Be  Furnished  With  Reports  Filed  Pursuant  to
Section 15(d) of the Act by  Registrants  Which Have Not  Registered  Securities
Pursuant to Section 12 of the Act:

     No annual report of proxy  material for the fiscal year ended  December 31,
2002 has been, nor will be, sent to security holders.





















                                      101
<PAGE>


                    SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY

           Schedule I - Condensed Financial Information of Registrant


Condensed Balance Sheets                             December 31,
                                         --------------------------------
                                           2002                      2001
                                           ----                      ----
                                                    (in thousands)

                  Assets
         Cash                           $     2                  $       2
         Investment in subsidiary         7,110                     (7,992)
         Deferred income taxes            5,492                      5,472
                                         ------                    -------
                                        $12,604                  $  (2,518)
                                         ======                    =======

Liabilities and Stockholders'
        Equity (Deficit)
         Accrued expenses               $    14                  $      12
                                         ------                    -------

         Stockholders' deficit:
             Common stock                    95                         95
             Additional paid-in
                capital                 229,101                    229,101
             Retained earnings           79,332                     64,134
                                        -------                    -------
                                        308,528                    293,330
             Treasury stock            (295,938)                  (295,860)
                                        -------                    -------
                                         12,590                     (2,530)
                                         ------                    -------
                                       $ 12,604                  $  (2,518)
                                         ======                    =======


Condensed Statements of Operations                   Year Ended December 31,
                                               --------------------------------
                                               2002            2001        2000
                                               ----            ----        ----
                                                          (In thousands)

         Revenue                              $    --        $   --     $    --

         Selling, general and
                administrative expenses             57           57          55
         Interest                                   --           --          --
                                               -------        -----      ------
                                                    57           57          55
                                               -------        -----      ------

            Loss before income taxes               (57)         (57)        (55)
         Income tax benefit                         20           20          19
                                               -------        -----      ------
            Loss before equity in
                earnings of
                Subsidiary and
                extraordinary item                 (37)         (37)        (36)

         Equity in earnings of
                Subsidiary                      15,235       22,666      16,119
                                                ------       ------      ------
         Net income                          $  15,198      $22,629     $16,083
                                                ======       ======      ======


                                      102

<PAGE>
<TABLE>
<CAPTION>





                    SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY

      Schedule I - Condensed Financial Information of Registrant, Continued




Statement of Cash Flows                                                         Year Ended December 31,
                                                                            ------------------------------
                                                                            2002          2001        2000
                                                                            ----          ----        ----
                                                                                    (in thousands)
<S>                                                                      <C>            <C>         <C>

Cash flows from operating activities:
    Net income                                                           $15,198        $22,629     $16,083
    Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
          Deferred income tax benefit                                        (20)           (20)               (20)
          Undistributed earnings of subsidiary                           (15,235)       (22,666)    (16,119)
          Other                                                                2             --           1
                                                                          ------         ------      ------

          Net cash used in operating activities                              (55)           (57)        (55)
                                                                          ------         ------      ------

Cash flows from financing activities:
         Dividends received from subsidiary                                  133             60          55
         Payments to acquire treasury stock                                  (78)            (4)         --
                                                                          ------         ------      ------

          Net cash provided by financing activities                           55             56          55
                                                                          ------         ------      ------

          Net (decrease) increase in cash                                    (--)            (1)        (--)
          Cash at beginning of period                                          2              3           3
                                                                          ------         ------      ------
          Cash at end of period                                               $2             $2          $3
                                                                          ======         ======      ======

</TABLE>

                                      103
<PAGE>



                    SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY

                 Schedule II - Valuation and Qualifying Accounts


                                                Year ended December 31,
                                          ------------------------------------
                                            2002            2001          2000
                                            ----            ----          ----
                                                       (In thousands)
Allowance for Doubtful Accounts:
     Balance at beginning of the period   $   1,298         $  983     $  1,058
     Provision charged to expense             3,767          4,204        3,697
     Accounts receivable written-off, net
        of recoveries                        (3,994)        (3,889)      (3,772)
                                             -------        -------       -----

     Balance at end of the period         $   1,071         $1,298      $   983
                                              =====          =====        =====












                                      104

<PAGE>



                              EXHIBITS TO FORM 10-K
                             SCOTSMAN HOLDINGS, INC.
                                  EXHIBIT INDEX

                                                                   Sequentially
                                                                     Numbered
Exhibit No.    Description of Document                                 Page
-----------    -----------------------                             ------------

10.12 --       First Amendment dated as of
               February 27, 2003 to Credit
               Agreement dated as of March 26, 2002.                 106-121

10.13 --       Severance Agreement and General Release for
               Gerard E. Keefe dated October 11, 2002.               122-129

10.14 --       Severance Agreement and General Release for
               J. Collier Beall dated June 3, 2002.                  130-136

12.1 --        Statement regarding computation of ratios.                137

99.1 --        Certification pursuant to 18 U.S.C.
               Section 1350 as adopted pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002
               for Gerard E. Holthaus, Chief
               Executive Officer of the Company.                         138

99.2 --        Certification pursuant to 18 U.S.C.
               Section 1350 as adopted pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002
               for John C. Cantlin, Chief
               Financial Officer of the Company.                         139






                                      105

<PAGE>


                                                                Exhibit 10.12
                                 FIRST AMENDMENT

     FIRST AMENDMENT (this  "Amendment"),  dated as of February 27, 2003,  among
SCOTSMAN HOLDINGS, INC., a Delaware corporation ("Holdings"), WILLIAMS SCOTSMAN,
INC., a Maryland  corporation  (the  "Borrower"),  the Lenders from time to time
party to the Credit Agreement  referred to below (the  "Lenders"),  and DEUTSCHE
BANK TRUST  COMPANY  AMERICAS  (formerly  known as BANKERS  TRUST  COMPANY),  as
Administrative  Agent.  All  capitalized  terms used  herein  and not  otherwise
defined  herein shall have the  respective  meanings  provided such terms in the
Credit Agreement referred to below.


                              W I T N E S S E T H:
                               - - - - - - - - - -


     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to a Credit Agreement, dated as of March 26, 2002 (the "Credit Agreement"); and

     WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms
and subject to the conditions contained herein;

     NOW, THEREFORE, it is agreed:

     1. The  definition of  "Applicable  Margin and  Applicable  Unused Line Fee
Percentage"  appearing in Section 1.1 of the Credit  Agreement is hereby amended
by inserting  the text "vice  president of finance,"  immediately  following the
text "by the chief  financial  officer,"  appearing in the first sentence of the
second paragraph of such definition.

     2. The definition of "Consolidated Leverage Ratio" appearing in Section 1.1
of the Credit  Agreement is hereby amended by inserting the text "vice president
of finance,"  immediately  following the text "by the chief financial  officer,"
appearing in such definition.

     3.  Sections  7.1(a)(ii),  (b)(i),  (b)(ii),  (c)  and  (e) of  the  Credit
Agreement are hereby amended by inserting the text "vice  president of finance,"
immediately  following  the  text  "chief  executive  officer,  chief  financial
officer," appearing in each such Section.

     4. Section  7.17(a) of the Credit  Agreement is hereby  amended by deleting
the text "chief  executive  officer or chief  financial  officer"  appearing  in
clause (ix) of such Section and  inserting  the text "chief  executive  officer,
chief financial officer or vice president of finance" in lieu thereof.

     5. Section 8.11 of the Credit  Agreement is hereby  amended by deleting the
date  "December  31, 2002"  appearing  therein and  inserting the date "June 30,
2004" in lieu thereof.

     6. In order to  induce  the  Lenders  to enter  into  this  Amendment,  the
Borrower hereby  represents and warrants that (x) no Default or Event of Default
exists on the First Amendment Effective Date (as defined below), both before and
after giving effect to this Amendment,  and (y) all of the  representations  and

                                      106
<PAGE>

warranties  contained in the Credit  Agreement  and in the other Loan  Documents
shall be true and  correct in all  material  respects on the date  hereof,  both
before and after giving effect to this Amendment, with the same effect as though
such representations and warranties had been made on and as of such date.

     7. This  Amendment  is  limited as  specified  and shall not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Loan Document.

     8. This Amendment may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.

     9. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     10. This Amendment shall become effective on the date (the "First Amendment
Effective  Date") when (i) the  Borrower  and the  Required  Lenders  shall have
signed a  counterpart  hereof  and shall  have  delivered  (including  by way of
telecopier)  the same to the  Administrative  Agent by 5:00 p.m.  (New York City
time)  on  February  27,  2003  and (ii) the  Borrower  shall  have  paid to the
Administrative  Agent for  distribution  to each  Lender  who has  delivered  an
executed  counterpart  hereof by 5:00 p.m.  (New York City time) on February 27,
2003 as  provided  in clause  (i) above a  non-refundable  cash fee in an amount
equal  to 10  basis  points  (0.10%)  of an  amount  equal to the sum of (x) the
outstanding  principal amount of Term Loans of such Lender and (y) the Revolving
Credit Commitment of such Lender, in each case as same is in effect on the First
Amendment Effective Date.

     11. From and after the First  Amendment  Effective  Date, all references in
the  Credit  Agreement  and each of the other  Credit  Documents  to the  Credit
Agreement  shall be deemed to be references to the Credit  Agreement as modified
hereby.

                                      * * *



                                      107
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.


                                                    SCOTSMAN HOLDINGS, INC.


                                               By /s/ Gerard E. Holthaus
                                               -------------------------------
                                               Name:    Gerard E. Holthaus
                                               Title:   Chief Executive Officer


                                               WILLIAMS SCOTSMAN, INC.


                                               By /s/ Gerard E. Holthaus
                                               -----------------------------
                                               Name:    Gerard E. Holthaus
                                               Title:   Chief Executive Officer


                                               DEUTSCHE BANK TRUST COMPANY
                                                   AMERICAS (formerly
                                                   known as Bankers Trust
                                                   Company), Individually
                                                   and as Administrative
                                                   Agent


                                               By /s/ Albert Fischetti
                                               ------------------------
                                               Name: Albert Fischetti
                                               Title: Director


                                              OLDMAN SACHS CREDIT PARTNERS, L.P.


                                               By /s/ Sandra Stulberger
                                                       -------------------------
                                               Name: Sandra Stulberger
                                               Title:   Authorized Signatory


                         Sankaty Advisors, LLC as
                         Collateral Manager for Race Point II CLO, Ltd., as Term
                         Lender.


                                                By /s/ Diane J. Exter
                                                --------------------------------
                                                Name: Diane J. Exter
                                                Title: Managing Director
                                                       Portfolio Manager

                                       108
<PAGE>


                              Sankaty Advisors, LLC as Collateral Manager for
                              Brant Point II CBO 2000-1 Ltd.,
                              as Term Lender.


                                                By /s/ Diane J. Exter
                                                -------------------------------
                                                Name: Diane J. Exter
                                                Title: Managing Director
                                                       Portfolio Manager


                              Sankaty Advisors, LLC as Collateral Manager for
                              Castle Hill I Ingots, Ltd., as
                              Term Lender.


                                                By /s/ Diane J. Exter
                                                -------------------------------
                                                Name: Diane J. Exter
                                                Title: Managing Director
                                                Portfolio Manager


                              Sankaty Advisors, LLC as Collateral Manager for
                              Castle Hill II Ingots, Ltd., as Term Lender.


                                                By /s/ Diane J. Exter
                                                       -------------------------
                                                Name: Diane J. Exter
                                                Title: Managing Director
                                                Portfolio Manager


                              Sankaty Advisors, LLC as Collateral Manager for
                              Great Point CLO 1999-I, Ltd., as Term Lender.


                                                By /s/ Diane J. Exter
                                                --------------------------
                                                Name: Diane J. Exter
                                                Title: Managing Director
                                                Portfolio Manager

                                       109
<PAGE>


                              Sankaty Advisors, LLC as Collateral Manager for
                              Race Point CLO Ltd., as Term Lender.


                                                By /s/ Diane J. Exter
                                                ------------------------------
                                                Name: Diane J. Exter
                                                Title: Managing Director
                                                Portfolio Manager


                                        Sankaty High Yield Partners III, L.P.


                                                By /s/ Diane J. Exter
                                                ------------------------------
                                                Name: Diane J. Exter
                                                Title: Managing Director
                                                Portfolio Manager


                                                BLACK DIAMOND CLO 1998-I LTD.


                                                By /s/       Alan Corkish
                                                ---------------------------
                                                Name: Alan Corkish
                                                Title: Director


                              BLACK DIAMOND INTERNATIONAL FUNDING, LTD.


                                                By /s/       Alan Corkish
                                                ------------------------------
                                                Name: Alan Corkish
                                                Title: Director


                                                BLACK DIAMOND CLO 2000-I LTD.


                                                By /s/       Alan Corkish
                                                ------------------------------
                                                Name: Alan Corkish
                                                Title: Director

                                       110
<PAGE>



                                                HARBOUR TOWN FUNDING LLC


                                                By /s/       Diana L. Mushill
                                                       -----------------------
                                                Name: Diana L. Mushill
                                                Title: Assistant Vice President


                                                Bank of America, N. A.


                                                By /s/   Kevin W. Corcoran, VP
                                                -----------------------------
                                                Name:    Kevin W. Corcoran, VP
                                                Title: Vice President


                                                The Provident Bank


                                                By /s/       Mary Sue Wolfer
                                                ----------------------------
                                                Name: Mary Sue Wolfer
                                                Title: Credit Officer


                                              Gallatin Funding I Ltd.
                                              By: Bear Stearns Asset Management
                                              as its Collateral Manager


                                               By /s/    Niall Rosenzweig
                                               -----------------------------
                                               Name: Niall Rosenzweig
                                               Title:    Associate Director


                                               Grayston CLO 2001-01 Ltd..
                                               By: Bear Stearns Asset Management
                                               as its Collateral Manager

                                       111
<PAGE>



                                               By /s/    Niall Rosenzweig
                                               -----------------------------
                                               Name: Niall Rosenzweig
                                               Title:    Associate Director


                                               WINGED FOOT FUNDING TRUST.



                                               By /s/ Diana L. Mushill
                                               Name: Diana L. Mushill
                                               Title: Authorized Agent


                                               JUPITER FUNDING TRUST.



                                               By /s/ Diana L. Mushill
                                               Name: Diana L. Mushill
                                               Title: Authorized Agent


                                               KZH CNC LLC.



                                               By /s/ DORIAN HERRERA
                                               Name: DORIAN HERRERA
                                               Title: Authorized Agent


                                               KZH CRESCENT LLC.



                                               By /s/ DORIAN HERRERA
                                               Name: DORIAN HERRERA
                                               Title: Authorized Agent


                                               KZH CRESCENT 2 LLC.



                                               By /s/ DORIAN HERRERA
                                               Name: DORIAN HERRERA
                                               Title: Authorized Agent

                                       112
<PAGE>


                                               KZH CRESCENT 3 LLC.



                                               By /s/ DORIAN HERRERA
                                               Name: DORIAN HERRERA
                                               Title: Authorized Agent


                                               KZH SOLEIL LLC.



                                               By /s/ DORIAN HERRERA
                                               Name: DORIAN HERRERA
                                               Title: Authorized Agent


                                               KZH SOLEIL 2 LLC.



                                               By /s/ DORIAN HERRERA
                                               Name: DORIAN HERRERA
                                               Title: Authorized Agent


                                               KZH WATERSIDE LLC.



                                               By /s/ DORIAN HERRERA
                                               Name: DORIAN HERRERA
                                               Title: Authorized Agent


                                               FIRST DOMINION FUNDING I



                                               By /s/ Andrew H. Marshak
                                               Name: Andrew H. Marshak
                                               Title: Authorized Signatory

                                       113
<PAGE>

                                               FIRST DOMINION FUNDING II



                                               By /s/ Andrew H. Marshak
                                               Name: Andrew H. Marshak
                                               Title: Authorized Signatory


                                               FIRST DOMINION FUNDING III



                                               By /s/ Andrew H. Marshak
                                               Name: Andrew H. Marshak
                                               Title: Authorized Signatory


                                               CSAM FUNDING I.



                                               By /s/ Andrew H. Marshak
                                               Name: Andrew H. Marshak
                                               Title: Authorized Signatory


                                               CSAM FUNDING II



                                               By /s/ Andrew H. Marshak
                                               Name: Andrew H. Marshak
                                               Title: Authorized Signatory


                                      TRANSAMERICA BUSINESS CAPITAL CORPORATION



                                               By /s/ Christopher J. Morrito
                                               Name: Christopher J. Morrito
                                               Title: Vice President

                                       114
<PAGE>


                                               SEQUILS IV, LTD.
                                               By: TCW Advisors, Inc. as its
                                               Collateral Manager


                                               By /s/ Richard F. Kurth
                                               Name: Richard F. Kurth
                                               Title: Vice President

                                               By /s/    Mark L. Gold
                                               Name:     Mark L. Gold
                                               Title: Managing Director


                                               C-SQUARED CDO LTD.
                                               By: TCW Advisors, Inc. as its
                                               Collateral Manager


                                               By /s/ Richard F. Kurth
                                               Name: Richard F. Kurth
                                               Title: Vice President


                                               SEQUILS I, LTD.
                                               By: TCW Advisors, Inc. as its
                                               Collateral Manager


                                               By /s/ Richard F. Kurth
                                               Name: Richard F. Kurth
                                               Title: Vice President

                                               By /s/    Mark L. Gold
                                               Name:     Mark L. Gold
                                               Title: Managing Director


                                               Galaxy CLO 1999-1, LTD.



                                               By /s/    John Lapham
                                               Name:     John Lapham
                                               Title: Authorized Agent

                                       115
<PAGE>



                                               FLEET CAPITAL CORPORATION



                                               By /s/ Robert Anchundia
                                               Name: Robert Anchundia
                                               Title: Vice President


                                               CIBC INC.



                                              By /s/ Gerald Giraldi
                                              Name: Gerald Giraldi
                                              Title: Executive Director
                                              CIBC World Markets Corp., as Agent


                                               ALLSTATE LIFE INSURANCE COMPANY



                                               By /s/    Chris Goergen
                                               Name:     Chris Goergen
                                               Title: Authorized Signatory

                                               By /s/ Jerry D. Zinkula
                                               Name: Jerry D. Zinkula
                                               Title: Authorized Signatory


                                               AIMCO CLO SERIES 2001-A



                                               By /s/    Chris Goergen
                                               Name:     Chris Goergen
                                               Title: Authorized Signatory

                                               By /s/ Jerry D. Zinkula
                                               Name: Jerry D. Zinkula
                                               Title: Authorized Signatory

                                       116
<PAGE>

                                          Whitehall Business Credit Corporation



                                               By /s/ Joseph A. Klapkowski
                                               Name: Joseph A. Klapkowski
                                               Title: Vice President


                                              THE CIT GROUP/BUSINESS CREDIT INC.



                                               By /s/    Peter Skavla
                                               Name:     Peter Skavla
                                               Title: Senior Vice President


                                               PNC BANK, NATIONAL ASSOCIATION



                                               By /s/ Craig T. Sheetz
                                               Name: Craig T. Sheetz
                                               Title: Vice President


                                               LaSalle Bank National Association



                                               By /s/ Thomas J. Brennan
                                               Name: Thomas J. Brennan
                                               Title: Vice President


                                               KATONAH I, LTD.



                                               By /s/ Ralph D. Rocca
                                               Name: Ralph D. Rocca
                                               Title: Authorized Officer

                                       117
<PAGE>

                                               KATONAH II, LTD.



                                               By /s/ Ralph D. Rocca
                                               Name: Ralph D. Rocca
                                               Title: Authorized Officer


                                               KATONAH III, LTD.



                                               By /s/ Ralph D. Rocca
                                               Name: Ralph D. Rocca
                                               Title: Authorized Officer


                                               OAK HILL CREDIT PARTNERS II, LTD
                                               By: Oak Hill CLO Management II,
                                               LLC as Investment Manager



                                               By /s/ Scott D. Krase
                                               Name: Scott D. Krase
                                               Title: Authorized Signatory


                                              OAK HILL SECURITIES FUND II, L.P.
                                              By: Oak Hill Securities GenPar II,
                                              L.P., its General Partner

                                              By: Oak Hill Securities MGP II,
                                              Inc., its General Partner



                                               By /s/ Scott D. Krase
                                               Name: Scott D. Krase
                                               Title: Vice President

                                       118
<PAGE>


                              OAK HILL CREDIT PARTNERS I, LTD
                              By: Oak Hill CLO Management I, LLC as Investment
                              Manager



                                              By /s/ Scott D. Krase
                                              Name: Scott D. Krase
                                              Title: Authorized Signatory


                              OAK HILL SECURITIES FUND L.P.
                              By: Oak Hill Securities GenPar, L.P., its General
                              Partner

                              By: Oak Hill Securities MGP, Inc., its General
                              Partner



                                              By /s/ Scott D. Krase
                                              Name: Scott D. Krase
                                              Title: Vice President


                                          NATIONAL CITY COMMERCIAL FINANCE, INC



                                               By /s/ Carla L. Kehres
                                               Name: Carla L. Kehres
                                               Title: SVP


                                               ORIX Financial Services, Inc.



                                               By /s/ Dawn M. Dieter
                                               Name: Dawn M. Dieter
                                               Title: Vice President

                                       119

<PAGE>


                                                COMERICA BANK



                                               By /s/ Jacob Villemure
                                               Name: Jacob Villemure
                                               Title: Account Officer


                                GMAC COMMERCIAL FINANCE LLC, successor by merger
                                 to GMAC BUSINESS CREDIT, LLC



                                               By /s/ Robert F. McIntyre
                                               Name: Robert F. McIntyre
                                                     Title:    Director


                              CONGRESS FINANCIAL CORPORATION, Individually and
                              as a Co-Syndication Agent


                              By /s/ Marc J. Breier
                              Name: Marc J. Breier
                              Title: First Vice President


                              T. ROWE PRICE ASSOCIATES, INC,, As Collateral
                              Manager on behalf of INNER HARBOR  CBO 2001-1 LTD.


                              By /s/ Darrell N. Brannan
                              Name: Darrell N. Brannan
                              Title: Vice President


                              ALLFIRST BANK


                              By /s/ Thomas A. Buckelew
                              Name: Thomas A. Buckelew
                              Title: Vice President

                                       120

<PAGE>



                              Toronto Dominion (New York), Inc.
                              By /s/    Gwen Zirkle
                              Name:     Gwen Zirkle
                              Title: Vice President


                              PEOPLE'S BANK


                              By /s/ David K. Sherrill
                              Name: David K. Sherrill
                              Title: Vice President


                              SIEMENS FINANCIAL SERVICES, INC.


                              By /s/    Frank Amodio
                              Name:     Frank Amodio
                              Title: Vice President - Credit


                              TRS1 LLC


                              By /s/ Rosemary F. Dunne
                              Name: Rosemary F. Dunne
                              Title: Vice President


                              NUVEEN SENIOR INCOME FUND, as a Lender


                              By /s/    Lenny Mason
                              Name:     Lenny Mason
                              Title: Portfolio Manager




                                      121



<PAGE>


                                                                  Exhibit 10.13
October 7, 2002



Gerard E. Keefe
2 Seaberry Ct.
Timonium, MD 21093
410-252-4732

         Re:      Severance Agreement and General Release

Dear Gerry:

     We are interested in resolving  amicably your separation of employment with
Williams Scotsman, Inc. ("the Company"), effective October 11, 2002. Toward this
end, we propose the  following  Severance  Agreement,  which  includes a General
Release.

     You may  consider  our  offer  for  twenty-one  (21)  days.  If you  need a
reasonable  amount of additional time, it will be granted upon request.  As with
any  legal  document,  you are  encouraged  to  review  this  Agreement  with an
attorney. In addition, should you or your attorney have any questions related to
this agreement,  we will provide you with the name and contact number of outside
counsel for Williams Scotsman.

     Once  executed,  you will have a seven- (7) day period during which you may
revoke your  decision by sending  actual notice to the  Vice-President  of Human
Resources.  This agreement shall not become effective or enforceable until after
the seven-day revocation period.

     The proposed terms and conditions of your separation from employment are as
follows:

     1. In  consideration  for  your  General  Release  as set  forth  below  in
Paragraph 2, the Company agrees, intending to be legally bound:

     (a)  Salary  Continuation:  The  Company  will  pay you  your  current  the
equivalent of  seventy-one  (71) weeks base salary of $3,466.35 per week through
02-20-04, less taxes and other deductions required by law. You will receive this
severance in biweekly  installments  according to the  Company's  usual  payroll
schedule and via direct deposit.

     (b) A one time miscellaneous payment of $937.99.


     (c)  Benefits:  The Company will  continue  your current  insured  benefits
through  extended  severance period (health,  disability and dental),  under the
same terms as in effect on October 11, 2002 through February 20, 2004. While you
remain  covered  under your current  insured  benefits  plan,  you will still be
required  to pay your  portion  of the  premiums.  You will be able to  continue
taking  advantage  of  Flexible  Spending  Accounts  for the year  2003 and 2004

                                      122
<PAGE>

provided you make your elections  during the open  enrollment  period this year.
After February 20, 2004,  you will be eligible to continue  benefits under COBRA
at your cost for another 18 months. According to legal requirements,  additional
information on COBRA will be forthcoming.

     (d) Life  Insurance:  Your coverage in the Company's  group life  insurance
plan shall  terminate  on October 31, 2002 in  accordance  with the terms of the
plan. Thereafter, you will have an option to convert to an individual policy.

     (e) Accrued/Unused  Vacation: The Company will agree to pay out your entire
accrued but unused vacation balance as of October 11, 2002.

     (f) Auto Allowance:  The Company will agree to the continuance of your auto
allowance of $650.00 per month for eight (8) months through June, 2003.  Payment
will be made by separate check via direct deposit.

     (g)  Management  Incentive:  The Company  will pay you the 2002  Management
Incentive  less taxes and other  deductions  required by law on or before  March
15th,  2003.  Your  incentive  amount  will be  adjusted  according  to  Company
performance  as is specified in the plan.  However,  for purposes of calculating
your incentive  amount,  EBITDA as defined by the plan will not go below 90%. No
further Management Incentive payments will be made.

     (h)   Non-Qualified   401(k)  Plan:  If  you  have   deferrals   under  the
Non-Qualified  401(k)  plan,  the  Company  will  agree to full  payment of your
non-qualified   401(k)   deferral  with  payment   according  to  your  original
instructions.

     (i) Stock Options: The Company will agree for you to retain interest in all
stock options that you currently hold under the Scotsman Holdings, Inc. Employee
Stock Option Plan ("Plan"):

     You will not be eligible for any  additional  stock option  grants that may
occur under the terms of the Plan;

     Your options will  continue to vest under the  provisions of Exhibits A and
A-1 of the "Amended and Restated Incentive Stock Option Agreement" ("Agreement")
which relate to "time based vesting" and "performance based vesting";

     The  provisions of section 7 of the "Amended and Restated  Incentive  Stock
Option  Agreement"  relating to the  termination of  unexercised  options upon a
participant's termination of employment shall not apply to your options;

     Any  incentive  stock  options  which  you  hold as of 90 days  after  your
termination  date will be treated (by operation of law) as  non-qualified  stock
options;  Should the Company  decide to amend the Plan or individual  Agreements
prospectively to option holders, those amendments will not apply to you;

     All other terms and conditions  relating to stock options remain controlled
by the Plan and the  Agreement,  and will  remain  subject  to the  terms of the
Management Stockholders and Option Holders Agreement.

                                      123
<PAGE>

     (j) Non-Competition Agreement:  Payments under item 1(a), (b), (c), (f) and
(g) and the ability to retain  interest in all stock options as outlined in 1(h)
are contingent  upon your  agreement  with and adherence to the  Non-Competition
Agreement  (Attachment 1). Failure to adhere to the terms of the Non-Competition
Agreement  will result in  cessation  of all  payments as outlined in  Paragraph
1(a), (b), (e), and (f) as well as  nullification  of all stock option interests
as outlined in 1(h).

     (k)  Confidentiality:  Payments under item 1(a), (b), (c), (f), and (g) and
the  ability to retain  interest  in all stock  options as  outlined in 1(i) are
contingent  upon  your  agreement  with  and  adherence  to the  Confidentiality
provisions  outlined in Paragraphs 6(a) and 8. Failure to adhere to the terms of
the Confidentiality provisions of this Agreement will result in cessation of all
payments  outlined  in  Paragraph  1(a),  (b),  (c),  (f)  and  (g) as  well  as
nullification of all stock option interests as outlined in 1(i).

     (l) 401(k)  Plan:  You will not forfeit any  benefits  vested  prior to the
termination  of your  employment  under our 401(k)  plan,  subject to the terms,
conditions  and  restrictions  of such plan.  You will not accrue any additional
benefits  after the  termination  of your  employment.  All  deferrals  and,  if
applicable,  loan re-payments  will stop as of the last regular  (non-severance)
payment or the last regular  (non-severance)  commission payment.  Deferrals and
loan payments  cannot be made from severance pay. If you have a 401(k) loan, you
will be  required  to pay the loan in full  within  30 days of your  termination
date.  If it is not  paid  in full by the end of the  calendar  year,  you  will
receive a 1099-R form from the 401(k)  provider and that loan will be treated as
income for this  calendar  year.  According  to legal  requirements,  additional
information on the 401(k) plan will be forthcoming.

     (m )  Outplacement  Services:  The Company will provide fixed  outplacement
services equivalent to $5,000 worth of services from Right & Associates


     (n) Stock  Shares:  The  Company  will  agree  for you to retain  ownership
interest in your (1500) shares of Company  stock.  All other  existing terms and
conditions relating to stock shares remain in effect.


     (o)  Public  Communications   (including  Employment   Verification):   Any
responses to inquiries  regarding reason for separation will be consistent with,
and limited to, the language in the press release.

     2. (a) General  Release:  In consideration  for the Company's  payments and
agreements set forth above in Paragraphs  1(a), (b), (c), (f), (g), (i) and (m),
Williams  Scotsman and you agree,  intending to be legally bound, to release and
forever discharge the Company and any related companies, and each of their past,
present  and  future  officers,  directors,   attorneys,   employees,  partners,
shareholders,  insurers,  owners and agents, and their respective successors and
assigns  (collectively  "Releasees"),  jointly and  severally,  from any and all
actions,  complaints,   causes  of  action,  lawsuits  or  claims  of  any  kind
(collectively  "Claims"),  known or  unknown,  which you,  your  heirs,  agents,
successors or assigns ever had, now have or hereafter may have against Releasees
arising heretofore out of any matter,  occurrence or event existing or occurring

                                      124
<PAGE>

prior  to the  execution  hereof,  including,  without  limitation:  any  claims
relating to or arising out of your  employment  with and/or the  termination  of
employment with the Company and/or any of its related companies;  any claims for
unpaid or withheld wages, severance,  benefits,  bonuses, stocks, stock options,
stock  payments  of any kind and/or  other  compensation  of any kind  including
deferred  compensation;  any claims for attorneys' fees, costs or expenses;  any
claims of discrimination  and/or  harassment based on age, sex, race,  religion,
color, creed,  disability,  handicap,  citizenship,  national origin,  ancestry,
sexual  preference  or  orientation,  or any other factor  protected by Federal,
State or Local law  (including,  but not limited to, the Age  Discrimination  in
Employment Act, 29 U.S.C.  ss.621 et. seq., Title VII of the Civil Rights Act of
1964, as amended, the Americans with Disabilities Act, and any Maryland or other
state  anti-discrimination  laws); any claims for reemployment or reinstatement;
any claims arising under the Employee  Retirement Income Security Act ("ERISA");
any claims for  retaliation  and/or any whistle blower claims;  and/or any other
statutory  or  common  law  claims,  now  existing  or  hereinafter  recognized,
including,  but not limited  to,  breach of  contract,  libel,  slander,  fraud,
infliction of emotional distress, wrongful discharge, breach of covenant of good
faith  and  fair   dealing,   promissory   estoppel,   equitable   estoppel  and
misrepresentation.

     (b) You  expressly  understand  and  acknowledge  that it is possible  that
unknown losses or claims may exist or may have been  underestimated in amount or
severity,  and that you  explicitly  took that into account in  determining  the
amount  of  consideration  to be paid for the  giving of this  Agreement,  and a
portion of said  consideration,  having been  bargained  for between the parties
with the  knowledge  of the  possibility  of such unknown  claims,  was given in
exchange for a full accord, satisfaction and discharge of all such claims.

     3. The  General  Release  in  Paragraph  2 above  does not apply to (i) any
claims to enforce  this  Agreement,  (ii) any claims  arising out of any matter,
occurrence or event occurring  after the execution of this  Agreement,  or (iii)
any rights you may have under the Company's existing charter,  by-laws and other
applicable  documents  providing  indemnification  to executive  officers of the
Company (it being  understood  that you will continue to be entitled to any such
rights to indemnification on the same terms and conditions as available to other
executive officers of the Company), for conduct prior to the termination date of
your active employment.

     4. You  acknowledge  and agree that the Company's  payments and  agreements
under  Paragraph 1(a), (b), (c), (f), (g), (i) and (m) above are not required by
any policy,  plan or prior agreement and constitute  adequate  consideration  to
support your General Release in Paragraph 2 above.

     5. In the event you elect not to  execute  this  Agreement,  the  following
shall apply: ---

(a)      Your last day of employment will be October 11, 2002.

(b)      You  will be paid  for all  days  actually  worked  prior  to the
         termination of your employment.

(c)      Your coverage in the Company's  group health plan will  terminate
         on October  31,  2002 in  accordance  with the terms of the plan.
         However,  you will be eligible to continue to  participate in the
         Company's  group health plan at your  expense  pursuant to COBRA,
         subject  to COBRA's  eligibility  requirements  and other  terms,
         conditions,   restrictions  and  exclusions.   You  will  receive
         additional information about your COBRA rights shortly.

                                      125
<PAGE>

(d)      Your  coverage  in  the  Company's   life  insurance  plan  shall
         terminate on October 31, 2002 in accordance with the terms of the
         plan.  Thereafter,  you will  have an  option  to  convert  to an
         individual policy.

(e)      You will receive payment for all accrued but unused vacation pay.

(f)      Participation in the auto reimbursement plan will cease as of
         October 31, 2002.

(g)      Per the terms of the plan(s), you will forfeit all interests in
         stock options.

(h)      As a separated employee, you will not be eligible for a
         Management Incentive payment in 2003 for the year 2002.

(i)      You will not be eligible for Outplacement Services provided by
         Williams Scotsman.

(j)      You will not forfeit any benefits vested prior to the termination
         of your employment  under our 401(k) plan,  subject to the terms,
         conditions and restrictions of such plan. You will not accrue any
         additional benefits after the termination of your employment. All
         deferrals and, if applicable,  loan  re-payments  will stop as of
         the last  regular  (non-severance)  payment  or the last  regular
         (non-severance)  commission payment.  Deferrals and loan payments
         cannot be made from severance pay. If you have a 401(k) loan, you
         will be  required  to pay the loan in full within 30 days of your
         termination  date.  If it is not  paid  in full by the end of the
         calendar  year,  you will  receive a 1099-R  form from the 401(k)
         provider  and  that  loan  will be  treated  as  income  for this
         calendar  year.  According  to  legal  requirements,   additional
         information on the 401(k) plan will be forthcoming.

(k)      If you have deferrals  under the  Non-Qualified  401(k) plan, the
         Company will agree to full payment of your  non-qualified  401(k)
         deferral with payment according to your original instructions.

(l)      These benefits will survive and be passed along to your family in
         the event of your death.

6.        Regardless of whether or not you execute this Agreement:

     (a) You  are  prohibited  from  using  or  disclosing  confidential  and/or
proprietary information which you acquired in the course of your employment with
the Company and which is not  generally  known by or readily  accessible  to the
public.  In particular,  and by way of example only,  such  confidential  and/or
proprietary  information  cannot  be  disclosed  to  any  supplier,  contractor,
subcontractor,  customer,  competitor or any other entity with which the Company
does business or competes for business.  Such  confidential  and/or  proprietary
information  includes,  but is not limited to:  financial data,  prices,  costs,
bids, estimates,  plans, blueprints,  drawings and project descriptions;  legal,
accounting,  marketing and business  plans,  strategies  and  techniques;  trade
secrets and other formulas; and the identity of customers, suppliers, vendors or
potential customers.

                                      126
<PAGE>

     (b) In the event you  receive a request  or  demand,  orally,  in  writing,
electronically  or otherwise,  for the  disclosure or production of  information
which you acquired in the course of your employment which is not generally known
by or readily accessible to the public, you must notify immediately, in writing,
via certified  mail,  the  Company's  Vice-President  of Human  Resources at the
following address:  8211 Town Center Drive,  Baltimore,  Maryland 21236. Any and
all  documents  relating  to the request or demand  shall be  included  with the
notification. You shall wait a minimum of ten (10) days after sending the letter
before  making a disclosure  or production to give the Company time to determine
whether the disclosure or production  involves  confidential  and/or proprietary
information, in which event the Company may seek to prohibit and/or restrict the
production  and/or  disclosure  and/or to obtain a protective  order with regard
thereto.  This provision  covers,  but is not limited to, requests or demands in
connection with judicial, administrative,  arbitration and all other adversarial
proceedings.  If  the  request  or  demand  is  in  conjunction  with  judicial,
administrative,  arbitration  or other  adversarial  proceedings,  copies of all
correspondence  regarding  the  request  or demand  shall be  included  with the
information sent to the Vice-President of Human Resources.

     (c) You must  return to the  Company  by October  11,  2002,  retaining  no
copies, all Company property, keys, documents, forms,  correspondence,  computer
programs, memos, disks, etc.

     7. Except as expressly  provided for in this Agreement and the  attachment,
you shall not be eligible for any compensation  from the Company or Company-paid
benefits subsequent to the termination of your employment.

     8. You agree that, at all times,  the  existence,  terms and  conditions of
this  Agreement will be kept secret and  confidential  and will not be disclosed
voluntarily to any third party, except to the extent required by law, to enforce
the  Agreement or to obtain  confidential  legal,  tax or financial  advice with
respect thereto.  The Company agrees to be held to the same  confidentiality and
disclosure standards.

     9. This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland.

     10.  Nothing  in this  Agreement  shall be  construed  as an  admission  or
concession  of  liability  or  wrongdoing  by the  Company  or you or any  other
Releasee as defined above.  Rather,  the proposed Agreement is being offered for
the sole purpose of settling  amicably any and all possible disputes between the
parties.

     11. If any  provision  in this  Agreement  or the  application  thereof  is
construed to be overbroad,  then the court making such determination  shall have
the  authority to narrow the provision as necessary to make it  enforceable  and
the provision  shall then be enforceable in its narrowed form. In the event that
any  provision  in  this  Agreement  is  determined  to be  legally  invalid  or
unenforceable,  the affected  provisions(s) shall be stricken from the Agreement
and the remaining  terms of the  Agreement and its enforce  ability shall remain
unaffected thereby.

                                      127
<PAGE>

     12. This Agreement constitutes the entire agreement between the parties and
supersedes any and all prior agreements, written or oral, expressed or implied.

     13. You agree and represent that:

     (a) You have read  carefully  the terms of this  Agreement,  including  the
General Release;

     (b) You have had an opportunity to and have been  encouraged to review this
Agreement, including the General Release, with an attorney;

     (c) You have  consulted  with an attorney  and the Company has made certain
changes to this Agreement based on your attorney's recommendations.

     (d) You understand  the meaning and effect of the terms of this  Agreement,
including the General Release;

     (e) You were  given as much time as you  needed to  determine  whether  you
wished to enter into this Agreement, including the General Release;

     (f) The entry into and execution of this  Agreement,  including the General
Release, is of your own free and voluntary act without compulsion of any kind;

     (g) No promise or inducement not expressed herein has been made to you; and

     (h) You have adequate information to make a knowing and voluntary waiver.

     14. This  agreement  shall be binding  upon and inure to the benefit of the
Company's successors and assigns.


                                      128
<PAGE>



15. If you execute this Agreement, you will retain the right to revoke it for
seven (7) days. To revoke the Agreement, you must send a certified letter to
Bernard G. Bena, Vice-President of Human Resources at 8211 Town Center Drive,
Baltimore, MD 21236. The letter must be post-marked within 7 days of your
execution of the Agreement. If the 7th day is a Sunday or holiday, then the
letter must be post-marked on the following business day. If you revoke this
letter in a timely basis, you will not be eligible for the benefits described in
paragraphs 1(a), (b), (e), (f), (h) and (l), above.

If you agree with the proposed terms as set forth above, please sign this letter
indicating that you understand, agree with and intend to be bound by such terms.

Sincerely,


/s/ Bernie Bena
---------------
Bernard G. Bena
Vice-President, Human Resources

/s/ Gerard E. Keefe
--------------------
Gerard E. Keefe

October 11, 2003
Date

/s/ William LeBuhn
------------------
Witness





                                      129

<PAGE>


                                                                  Exhibit 10.14
June 3, 2002



J. Collier Beall
760 Winston Drive
Lawrenceville, GA  30084
404-972-3506

         Re:      Severance Agreement and General Release

Dear Collier:

     We are interested in resolving  amicably your separation of employment with
Williams  Scotsman,  Inc. ("the Company"),  effective June 3, 2002.  Toward this
end, we propose the  following  Severance  Agreement,  which  includes a General
Release.

     You may  consider  our  offer  for  twenty-one  (21)  days.  If you  need a
reasonable  amount of additional time, it will be granted upon request.  As with
any  legal  document,  you are  encouraged  to  review  this  Agreement  with an
attorney.

     Once  executed,  you will have a seven- (7) day period during which you may
revoke your  decision by sending  actual  notice to the Vice  President of Human
Resources.  This agreement shall not become effective or enforceable until after
the seven-day revocation period.

     The proposed terms and conditions of your separation from employment are as
follows:

     1. In  consideration  for your General Release and  Non-Competition  as set
forth below in Paragraph 2, the Company agrees, intending to be legally bound:

     (a)  Salary  Continuation:  The  Company  will  pay you the  equivalent  of
seventy-eight (78) weeks base salary,  less taxes and other deductions  required
by law. You will receive this  severance in biweekly  installments  according to
the Company's usual payroll  schedule and via direct  deposit.  If, at any time,
you elect to receive a lump sum payment of any remaining amounts, you may do so,
by sending a written  request  for a lump sum payment to the  Vice-President  of
Human Resources.

     (b) Target  Incentive:  For the months of June 2002 through  November 2003,
the  Company  will pay you the  equivalent  of a  monthly  target  incentive  of
$7,083.00  per month less taxes and other  deductions  required by law. You will
receive this amount according to our usual pay schedule for target incentives.

     (c)  Benefits:  The Company will  continue  your current  insured  benefits
(health  and  dental),  under  the same  terms as in  effect  on June 3, 2002 as

                                      130
<PAGE>

follows:  until you receive coverage under a different health insurance plan, or
through May 31, 2004,  whichever  occurs sooner.  While you remain covered under
your  current  insured  benefits  plan,  you will still be  required to pay your
portion of the  premiums.  After May 31, 2004,  you will be eligible to continue
benefits under COBRA at your cost for another 18 months.

     (d) Life  Insurance:  Your coverage in the Company's  group life  insurance
plan shall  terminate on June 30, 2002 in accordance with the terms of the plan.
Thereafter, you will have an option to convert to an individual policy.

     (e) Accrued/Unused  Vacation: The Company will agree to pay out your entire
accrued but unused vacation balance (200 hours) as of June 3, 2002.

     (f) Outplacement  Services: The Company will provide a six (6) month Career
Transitional  Counseling  outplacement service through a vendor of the Company's
selection. To access this service, notify Marti Fuller at  mhfuller@willscot.com
or by calling  1-866-866-1882,  to indicate that you are ready to participate in
the program.

     (g)  Runzheimer  Auto Plan: The Company will agree to continue your monthly
auto allowance for eighteen (18) months through November 30, 2003.

h) Stock Options: The Company will agree for you to retain interest in all stock
options that you currently hold under the Scotsman Holdings, Inc Employee Stock
Option Plan ("Plan"):

     You will not be eligible for any  additional  stock option  grants that may
     occur under the terms of the Plan;

     Your options will  continue to vest under the  provisions of Exhibits A and
     A-1  of  the  "Amended  and  Restated  Incentive  Stock  Option  Agreement"
     ("Agreement")  which relate to "time based vesting" and "performance  based
     vesting";

     The  provisions of section 7 of the "Amended and Restated  Incentive  Stock
     Option Agreement" relating to the termination of unexercised options upon a
     participant's termination of employment shall not apply to your options;

     Any  incentive  stock  options  which  you  hold as of 90 days  after  your
     termination  date will be treated (by  operation  of law) as  non-qualified
     stock options;

     Should  the  Company  decide  to amend  the Plan or  individual  Agreements
     prospectively to option holders, those amendments will not apply to you;

     All other terms and conditions  relating to stock options remain controlled
     by the Plan and the Agreement,  and will remain subject to the terms of the
     Management Stockholders and Option Holders Agreement.


                                      131
<PAGE>


     i) Stock  Shares:  The  Company  will  agree  for you to  retain  ownership
interest in your 4,500 shares of Company stock. All other existing
terms and conditions relating to stock shares remain in effect.

     (j) Non-Competition Agreement: Payments under item 1(a), (b), (c) , (f) and
(g) and the  ability  to retain  interest  in all stock  shares  and  options as
outlined in 1(h) and (i) are  contingent  upon your agreement with and adherence
to the Non-Competition  Agreement (Attachment 1). Failure to adhere to the terms
of the  Non-Competition  Agreement  will result in  cessation of all payments as
outlined in Paragraph  1(a), (b), (c), (f) and (g) as well as  nullification  of
all stock option interests as outlined in 1(h).

     (k)  Confidentiality:  Payments under item 1(a),  (b), (c), (f) and (g) and
the  ability to retain  interest  in all stock  options as  outlined in 1(h) are
contingent  upon  your  agreement  with  and  adherence  to the  Confidentiality
provisions  outlined in Paragraphs 6(a) and 8. Failure to adhere to the terms of
the Confidentiality provisions of this Agreement will result in cessation of all
payments  outlined  in  Paragraph  1(a),  (b),  (c),  (f)  and  (g) as  well  as
nullification of all stock option interests as outlined in 1(h).

     2. (a) General  Release:  In consideration  for the Company's  payments and
agreements  set forth above in  Paragraphs  1(a),  (b),  (c),  (f), (g), (h) and
(i),Williams  Scotsman and you agree,  intending to be legally bound, to release
and forever discharge the Company and any related  companies,  and each of their
past, present and future officers, directors,  attorneys,  employees,  partners,
shareholders,  insurers,  owners and agents, and their respective successors and
assigns  (collectively  "Releasees"),  jointly and  severally,  from any and all
actions,  complaints,  charges, causes of action, lawsuits or claims of any kind
(collectively  "Claims"),  known or  unknown,  which you,  your  heirs,  agents,
successors or assigns ever had, now have or hereafter may have against Releasees
arising heretofore out of any matter,  occurrence or event existing or occurring
prior  to the  execution  hereof,  including,  without  limitation:  any  claims
relating to or arising out of your  employment  with and/or the  termination  of
employment with the Company and/or any of its related companies;  any claims for
unpaid or withheld wages, severance,  benefits,  bonuses, stocks, stock options,
stock  payments  of any kind and/or  other  compensation  of any kind  including
deferred  compensation;  any claims for attorneys' fees, costs or expenses;  any
claims of discrimination  and/or  harassment based on age, sex, race,  religion,
color, creed,  disability,  handicap,  citizenship,  national origin,  ancestry,
sexual  preference or  orientation,  or any other factor  prohibited by Federal,
State or Local law  (including,  but not limited to, the Age  Discrimination  in
Employment Act, 29 U.S.C.  ss.621 et. seq., Title VII of the Civil Rights Act of
1964,  as  amended,  the  Americans  with  Disabilities  Act,  and any  Georgia,
Maryland, or other state anti-discrimination  laws); any claims for reemployment
or  reinstatement;  any claims  arising  under the  Employee  Retirement  Income
Security Act ("ERISA");  any claims arising under workers compensation laws; any
claims  for  retaliation  and/or any  whistle  blower  claims;  and/or any other
statutory  or  common  law  claims,  now  existing  or  hereinafter  recognized,
including,  but not limited  to,  breach of  contract,  libel,  slander,  fraud,
infliction of emotional distress, wrongful discharge, breach of covenant of good
faith  and  fair   dealing,   promissory   estoppel,   equitable   estoppel  and
misrepresentation.

                                      132
<PAGE>


     (b) You  expressly  understand  and  acknowledge  that it is possible  that
unknown losses or claims may exist or may have been  underestimated in amount or
severity,  and that you  explicitly  took that into account in  determining  the
amount  of  consideration  to be paid for the  giving of this  Agreement,  and a
portion of said  consideration,  having been  bargained  for between the parties
with the  knowledge  of the  possibility  of such unknown  claims,  was given in
exchange for a full accord, satisfaction and discharge of all such claims.

     (c) You agree to refrain from  competition  with  Williams  Scotsman,  Inc.
according to the terms outlined in Attachment 1 (Non-Competition Agreement). You
acknowledge  and agree that any breach or  threatened  breach of this  provision
will cause  irreparable  injury and  incalculable  harm to the  Company  and the
Company shall  accordingly be entitled to injunctive and other equitable  relief
for such  breach or  threatened  breach and that  resort by the  Company to such
injunctive or other equitable  relief shall not be deemed a waiver or limitation
on any right or remedy which the Company may have with respect to such breach or
threatened  breach. In the event that the Company decides to exercise its rights
under this Section,  you shall be responsible for any and all expenses  incurred
by the Company in enforcing  its rights,  including  court costs and  reasonable
attorneys fees. You acknowledge  that should any breach of the provisions of any
part of this section  occur,  that any and all payments  from the Company  shall
cease,  interest in all stock  options will be nullified  and the Company  shall
have no further financial obligation to you.

     (d) You agree to  adhere  to the  confidentiality  provisions  outlined  in
Paragraphs  6(a) and 8. You  acknowledge and agree that any breach or threatened
breach of these provisions will cause  irreparable  injury and incalculable harm
to the Company and the Company shall  accordingly  be entitled to injunctive and
other equitable  relief for such breach or threatened  breach and that resort by
the Company to such injunctive or other  equitable  relief shall not be deemed a
waiver or  limitation  on any right or remedy  which the  Company  may have with
respect to such  breach or  threatened  breach.  In the event  that the  Company
decides to exercise its rights under this Section,  you shall be responsible for
any and all expenses incurred by the Company in enforcing its rights,  including
court costs and  reasonable  attorneys  fees.  You  acknowledge  that should any
breach of the provisions in Paragraphs 6(a) and 8 or of any part of this section
occur,  that any and all payments from the Company shall cease,  interest in all
stock options will be nullified and the Company shall have no further  financial
obligation to you.

     (e) If you obtain separate health  insurance  coverage before May 31, 2004,
you agree to notify the Vice-President of Human Resources of this development.

     3. The General Release in Paragraph 2 above does not apply to any claims to
enforce this Agreement or to any claims arising out of any matter, occurrence or
event occurring after the execution of this Agreement.

     4. You  acknowledge  and agree that the Company's  payments and  agreements
under  Paragraph 1(a), (b), (c), (f), (g), (h) and (i) above are not required by
any policy,  plan or prior agreement and constitute  adequate  consideration  to
support your General Release in Paragraph 2 above.

                                      133
<PAGE>

     5. In the event you elect not to  execute  this  Agreement,  the  following
shall apply:


     (a) Your last day of employment will be June 3, 2002.

     (b) You will be paid for all days actually  worked prior to the termination
     of your employment.

     (c) Your coverage in the Company's group health plan will terminate on June
     30, 2002 in  accordance  with the terms of the plan.  However,  you will be
     eligible to continue to participate  in the Company's  group health plan at
     your expense pursuant to COBRA, subject to COBRA's eligibility requirements
     and other terms, conditions,  restrictions and exclusions. You will receive
     additional information about your COBRA rights shortly.

     (d) Your coverage in the Company's life  insurance plan shall  terminate on
     June 30, 2002 in  accordance  with the terms of the plan.  Thereafter,  you
     will have an option to convert to an individual policy.

     (e) You will not forfeit any benefits  vested prior to the  termination  of
     your employment under our 401(k) plan, subject to the terms, conditions and
     restrictions  of such plan.  You will not accrue  any  additional  benefits
     after the termination of your employment.

     (f) You will receive payment for all accrued but unused vacation pay.

     (g) Participation in the Runzheimer auto  reimbursement  plan will cease as
     of June 3, 2002.


6.   Regardless of whether you execute this Agreement:

     (a) You  are  prohibited  from  using  or  disclosing  confidential  and/or
proprietary information which you acquired in the course of your employment with
the Company and which is not  generally  known by or readily  accessible  to the
public.  In particular,  and by way of example only,  such  confidential  and/or
proprietary  information  cannot  be  disclosed  to  any  supplier,  contractor,
subcontractor,  customer,  competitor or any other entity with which the Company
does business or competes for business.  Such  confidential  and/or  proprietary
information  includes,  but is not limited to:  financial data,  prices,  costs,
bids, estimates,  plans, blueprints,  drawings and project descriptions;  legal,
accounting,  marketing and business  plans,  strategies  and  techniques;  trade
secrets and other formulas; and the identity of customers, suppliers, vendors or
potential customers.

     (b) In the event you  receive a request  or  demand,  orally,  in  writing,
electronically  or otherwise,  for the  disclosure or production of  information
which you acquired in the course of your employment which is not generally known
by or readily accessible to the public, you must notify immediately, in writing,
via certified  mail,  the  Company's  Vice-President  of Human  Resources at the
following address:  8211 Town Center Drive,  Baltimore,  Maryland 21236. Any and
all  documents  relating  to the request or demand  shall be  included  with the
notification. You shall wait a minimum of ten (10) days after sending the letter
before  making a disclosure  or production to give the Company time to determine
whether the disclosure or production  involves  confidential  and/or proprietary
information, in which event the Company may seek to prohibit and/or restrict the
production  and/or  disclosure  and/or to obtain a protective  order with regard
thereto.  This provision  covers,  but is not limited to, requests or demands in
connection with judicial, administrative,  arbitration and all other adversarial
proceedings.  If  the  request  or  demand  is  in  conjunction  with  judicial,
administrative,  arbitration  or other  adversarial  proceedings,  copies of all
correspondence  regarding  the  request  or demand  shall be  included  with the
information sent to the Vice-President of Human Resources.

                                      134
<PAGE>

     (c) You must  return to the Company by June 3, 2002,  retaining  no copies,
all Company property, keys, documents, forms, correspondence, computer programs,
memos, disks, etc.

     7. Except as expressly  provided for in this Agreement and the  attachment,
you shall not be eligible for any compensation  from the Company or Company-paid
benefits subsequent to the termination of your employment.

     8. You agree that, at all times,  the  existence,  terms and  conditions of
this  Agreement will be kept secret and  confidential  and will not be disclosed
voluntarily to any third party, except to the extent required by law, to enforce
the  Agreement or to obtain  confidential  legal,  tax or financial  advice with
respect thereto.

     9. This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland.

     10.  Nothing  in this  Agreement  shall be  construed  as an  admission  or
concession  of  liability  or  wrongdoing  by the  Company  or you or any  other
Releasee as defined above.  Rather,  the proposed Agreement is being offered for
the sole purpose of settling  amicably any and all possible disputes between the
parties.

     11. If any provision of this Agreement is deemed unlawful or  unenforceable
by a court of competent jurisdiction, the remaining provisions shall continue in
full force and effect.

     12. This Agreement constitutes the entire agreement between the parties and
supersedes any and all prior agreements, written or oral, expressed or implied.

     13. You agree and represent that:

     (a) You have read  carefully  the terms of this  Agreement,  including  the
     General Release;

     (b) You have had an opportunity to and have been  encouraged to review this
     Agreement, including the General Release, with an attorney;

     (c) You have  consulted  with an attorney  and the Company has made certain
     changes to this Agreement based on your attorney's recommendations.

                                      135
<PAGE>

     (d) You  understand  the  meaning  and  effect  of the  terms  of this
     Agreement, including the General Release;

     (e) You were given as much time as you needed to determine whether you
     wished to enter into this Agreement, including the General Release;

     (g) The entry into and  execution  of this  Agreement,  including  the
     General  Release,  is of your  own  free  and  voluntary  act  without
     compulsion of any kind;

     (g) No promise or  inducement  not  expressed  herein has been made to
     you; and

     (h) You have  adequate  information  to make a knowing  and  voluntary
     waiver.

     15. This  agreement  shall be binding  upon and inure to the benefit of the
Company's successors and assigns.

     If you agree with the proposed  terms as set forth above,  please sign this
letter indicating that you understand, agree with and intend to be bound by such
terms.

Sincerely,


/s/ William C. LeBuhn
---------------------
William C. LeBuhn
Senior Vice-President, Chief Administrative Officer



UNDERSTOOD AND AGREED,
INTENDING TO BE LEGALLY BOUND:

/s/ J. Collier Beall
---------------------
J. Collier Beall

June 3, 2002
Date

/s/  Mary Ann Larsen
--------------------
Witness

                                      136

<PAGE>

                                                                  Exhibit 12.1

                     SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY

                Computation of Ratio of Earnings to Fixed Charges


                                              Year Ended December 31
                                ------------------------------------------------
                                  1998       1999       2000      2001     2002
                                  ----       ----       ----      ----     ----
                                              (Dollars in thousands)
Earnings:
     Earnings from continuing
       operations before
       income taxes
       and extraordinary item   $12,456  $ 31,965   $ 31,021  $ 40,214  $ 23,335
     Fixed charges from below    67,346    86,817     95,140    89,316    89,465
                                 ------    ------     ------    ------   -------
       Total earnings           $79,802  $118,837   $126,216  $129,587  $112,857
                                 ------   -------    -------   -------   -------

Fixed Charges:
     Interest                   $65,110  $ 83,878   $ 91,860  $ 85,486  $ 85,208
     Interest component of
     rent expense:
       Total rent expense      $  6,708  $  8,817   $  9,839  $ 11,490  $ 12,901
       Portion considered
       interest expense             33%       33%        33%       33%       33%
                                -------   -------    -------    ------   -------
         Interest component    $  2,236  $  2,939   $  3,280  $  3,830  $  4,257
                                -------   -------    -------   -------   -------
         Total fixed charges    $67,346  $ 86,817   $ 95,140  $ 89,316  $ 89,465
                                 ------    ------     ------    ------   -------

Earnings to Fixed Charges          1.2x      1.4x       1.3x      1.5x     1.3x
                                   ====      ====       ====      ====     ====


                                      137
<PAGE>


                                                                  Exhibit 99.1

         Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002 for Gerard E. Holthaus,
         Chief Executive Officer of the Company.

         In connection with the annual Report of Williams Scotsman, Inc. (the
         "Company") on Form 10-K for the year ending December 31, 2002 as filed
         with the Securities and Exchange Commission on the date hereof (the
         "Report"), I, Gerard E. Holthaus, Chief Executive Officer of the
         Company certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
         that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial   condition  and  result  of
               operations of the Company.


         /s/ Gerard E. Holthaus
         Gerard E. Holthaus
         Chief Executive Officer

         March 28, 2003


A signed  original of this  written  statement  required by Section 906 has been
provided to Scotsman Holdings,  Inc., and will be retained by Scotsman Holdings,
Inc., and furnished to the Securities and Exchange  Commission or its staff upon
request.




                                      138

<PAGE>



                                                                 Exhibit 99.2

         Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002 for John C. Cantlin,
         Chief Financial Officer of the Company.

         In connection with the annual report of Williams Scotsman, Inc. (the
         "Company") on Form 10-K for the year ended December 31, 2002 as filed
         with the Securities and Exchange Commission on the date hereof (the
         "Report"), I, John C. Cantlin, Chief Financial Officer of the Company
         certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial   condition  and  result  of
               operations of the Company.


         /s/ John C. Cantlin
         John C. Cantlin
         Chief Financial Officer

         March 28, 2003


A signed  original of this  written  statement  required by Section 906 has been
provided to Scotsman Holdings,  Inc., and will be retained by Scotsman Holdings,
Inc., and furnished to the Securities and Exchange  Commission or its staff upon
request.



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