AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1998
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLIANCE LAUNDRY SYSTEMS LLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35820 39-1927923
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR P.O. BOX 990
ORGANIZATION) RIPON, WISCONSIN 54971-0990
TELEPHONE: (920) 748-3121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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THOMAS F. L'ESPERANCE
P.O. BOX 990
RIPON, WISCONSIN 54971-0990
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
LANCE C. BALK
KIRKLAND & ELLIS
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE(2)
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9 5/8% Senior
Subordinated Notes due
2008................... $110,000,000 $1,000 $110,000,000 $32,450
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Guarantee(2)............ N/A N/A N/A N/A
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f)(2) based upon the book value of the securities
as of June 9, 1998.
(2) Previously paid.
(3) The Guarantee by Alliance Laundry Holdings LLC of the payment of principal
and interest on the Notes is being registered hereby. Pursuant to Rule
457(g), no registration fee is required with respect to the Guarantee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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(continued from previous page)
ALLIANCE LAUNDRY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35820 39-1928505
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION
ORGANIZATION) NUMBER)
ALLIANCE LAUNDRY HOLDINGS LLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35820 52-2055893
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION
ORGANIZATION) NUMBER)
EXPLANATORY NOTE:
This Amendment No. 1 to the Form S-4 Registration Statement for Alliance
Laundry Systems LLC, Alliance Laundry Corporation and Alliance Laundry
Holdings LLC is being filed solely to file Part II to the Registration
Statement, including certain Exhibits thereto. Part I of the Registration
Statement is not included herewith and remains unchanged from the previous
filing dated June 15, 1998.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each of Alliance Laundry Systems LLC (the "Company") and Alliance Laundry
Holdings LLC (the "Parent") is a limited liability company organized under the
laws of the State of Delaware. Section 18-108 of the Delaware Limited
Liability Company Act (the "DLLCA") provides that, subject to such standards
and restrictions, if any, as are set forth in its limited liability company
agreement, a limited liability company may, and shall have the power to,
indemnify and hold harmless any member or manager or other persons from and
against any and all claims and demands whatsoever.
Section 6.4 of the Parent's Limited Liability Company Agreement (the "Parent
LLC Agreement") provides, among other things, that the Company shall indemnify
and hold harmless any Person (each an "Indemnified Person") to the fullest
extent permitted under the DLLCA, as the same exists or as thereafter amended,
substituted or replaced (but, in the case of any such amendment, substitution
or replacement only to the extent that such amendment, substitution or
replacement permits the Parent to provide broader indemnification rights than
the Parent is providing immediately prior to such amendment), against all
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
excise taxes or penalties) reasonably incurred or suffered by such Person (or
one or more of such Person's Affiliates) by reason of the fact that such
Person is or was a Unitholder or is or was serving as a Representative,
officer, director, principal, member, employee or agent of the Parent or is or
was serving at the request of the Parent as a Representative, officer,
director, principal, member, employee or agent of another corporation,
partnership, joint venture, limited liability company, trust or other
enterprise; provided that (unless the Board otherwise consents) no Indemnified
Person shall be indemnified for any expenses, liabilities and losses suffered
that are attributable to such Indemnified Person's or its Affiliates' gross
negligence, willful misconduct or knowing violation of law or for any present
or future breaches of any representations, warranties or covenants by such
Indemnified Person or its Affiliates contained herein or in the other
agreements with the Parent. The Parent LLC Agreement further provides that
expenses, including attorneys' fees, incurred by any such Indemnified Person
in defending a proceeding shall be paid by the Parent in advance of the final
disposition of such proceeding, including any appeal therefrom, upon receipt
of an undertaking by or on behalf of such Indemnified Person to repay such
amount if it shall ultimately be determined that such Indemnified Person is
not entitled to be indemnified by the Parent.
The Parent LLC Agreement defines "Person" as an individual or a corporation,
partnership, limited liability company, trust, unincorporated organization,
association or other entity. The Parent LLC Agreement defines "Affiliate" of
any Person as any Person that directly or indirectly controls, is controlled
by, or is under common control with the Person in question. The Parent LLC
Agreement defines "Unitholder" as any owner of one or more Units as reflected
on the Parent's books and records. In addition, as used in the Parent LLC
Agreement, each member of the Parent's Board is referred to as a
"Representative". According to the LLC Agreement, the Parent shall have power
to purchase and maintain insurance on behalf of any Indemnified Party against
any expense, liability or loss incurred by such Person in any capacity or
arising out of its status as such, whether or not the Parent would have power
to indemnify against such liability or cost.
Section 4.3 of the Company's Limited Liability Company Agreement (the
"Company LLC Agreement") provides, among other things, that, except as limited
by law and subject to the provisions of Section 4.3, each person and entity
shall be entitled to be indemnified and held harmless on an as incurred basis
by the Company (but only after first making a claim for indemnification
available from any other source and only to the extent indemnification is not
provided by that source) to the fullest extent permitted under the DLLCA
(including indemnification for negligence, gross negligence and breach of
fiduciary duty to the extent so authorized) as amended from time to time (but,
in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than such law
permitted the Company to provide
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prior to such amendment) against all losses, liabilities and expenses,
including attorneys' fees and expenses, arising from claims, actions and
proceedings in which such person or entity may be involved, as a party or
otherwise, by reason of his being or having been on the Board, a Participant
or officer of the Company, or by reason of his serving at the request of the
Company as a director, officer, manager, member, partner, employee or agent of
another limited liability company or of a corporation, partnership, joint
venture, trust or other enterprise, including a service with respect to an
employee benefit plan whether or not such person or entity continues to be
such at the time any such loss, liability or expense is paid or incurred. The
Company LLC Agreement further provides that the rights of indemnification
provided in Section 4.3 are in addition to any rights to which such person may
otherwise be entitled by contract or as a matter of law and shall extend to
his successors and assigns. In particular, and without limitation of the
foregoing, such person or entity shall be entitled to indemnification by the
Company against expenses (as incurred), including attorneys' fees and
expenses, incurred by such person or entity upon the delivery by such person
or entity to the Company of a written undertaking (reasonably acceptable to
the Board). The Company may, to the extent authorized from time to time by the
Board, grant rights to indemnification and to advancement of expenses to any
employee or agent of the Company to the fullest extent of the provisions of
Section 4.3 with respect to the indemnification and advancement of expenses of
the Board, Participants and officers of the Company.
The Company LLC Agreement defines "Participant" as a Member, a Terminated
Member or an Assignee. The Company LLC Agreement defines "Member" as the
Parent and any Person admitted to the Company as a Substituted Member or
Additional Member, but only so long as such Person is shown on the Company's
books and records as the owner of one or more Units. The Company LLC Agreement
defines "Terminated Member" as a Person who has ceased to be a Member pursuant
to Section 4.7 of the Company LLC Agreement. In addition, the Company LLC
Agreement defines "Assignee" as a Person or entity to whom a LLC interest has
been transferred in a Transfer described in Section 4.4, unless and until such
person or entity becomes a Member with respect to such LLC interest.
Alliance Laundry Corporation (the "Corporation") is a Delaware corporation.
Section 145 of the General Corporation Law of the State of Delaware provides
that a Delaware corporation may indemnify any person who were, are or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative of investigative
(other than an action by or in the right of such corporation), by reason of
the fact that such person is or was an officer, director, employee or agent of
such corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such person acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was
illegal. A Delaware corporation may indemnify any persons who are, were or are
threatened to be made, a party to any threatened, pending or completed action
or suit by or in the right of the corporation by reasons of the fact that such
person was a director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided
such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director has actually
and reasonably incurred.
The Certificate of Incorporation of the Corporation provides that to the
fullest extent permitted by the General Corporation Law of the State of
Delaware as the same exists or may thereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach
II-2
of fiduciary duty as a director. The Certificate of Incorporation of the
Corporation further provides that any repeal or modification of this provision
of the Certificate of Incorporation of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at
the time of such repeal or modification.
Article V of the Bylaws of the Corporation provides that each person who was
or is made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he, or
a person of whom he is the legal representative, is or was a director or
officer, of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary, or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless by the Corporation to the fullest
extent which it is empowered to do so unless prohibited from doing so by the
General Corporation Law of the State of Delaware, as the same exists or may
thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment) against all expense, liability and loss (including
attorneys' fees actually and reasonably incurred by such person in connection
with such proceeding) and such indemnification shall inure to the benefit of
his heirs, executors and administrators; provided, however, that, except as
provided in Section 2 of the Bylaws of the Corporation, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the board of directors of the Corporation. Article V of the Bylaws of the
Corporation further provides that the right to indemnification conferred in
Article V of the Bylaws of the Corporation shall be a contract right and,
subject to Sections 2 and 5 of the Bylaws of the Corporation, shall include
the right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition. The Corporation may, by
action of its board of directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation
or enterprise, against any liability asserted against him and incurred by him
in any such capacity, arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
The Corporation's Bylaws provide for the maintenance of insurance under the
circumstances described in Section 145.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrants pursuant to the foregoing provisions, the registrants have been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
II-3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of February 21, 1998, by and
among Bain/RCL, L.L.C., RCL Acquisitions, L.L.C., Raytheon Commercial
Laundry LLC and Raytheon Company.*
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of May 2,
1998, by and among Bain/RCL, L.L.C., RCL Acquisitions, L.L.C., Raytheon
Commercial Laundry LLC and Raytheon Company.*
3.1 Certificate of Formation of Alliance Laundry Systems LLC*
3.2 Amended and Restated Limited Liability Company Agreement of Alliance
Laundry Systems LLC.*
3.3 Certificate of Incorporation of Alliance Laundry Corporation.*
3.4 Bylaws of Alliance Laundry Corporation.*
4.1 Indenture, dated as of May 5, 1998, among Alliance Laundry Systems LLC,
Alliance Laundry Corporation, the Guarantors and United States Trust
Company of New York.*
5.1 Opinion and Consent of Kirkland & Ellis.**
8.1 Opinion of Kirkland & Ellis as to federal income tax consequences.**
10.1 Purchase Agreement, dated as of April 29,1998, by and among Alliance
Laundry Systems LLC, Alliance Laundry Corporation and the Initial
Purchasers.*
10.2 Registration Rights Agreement, dated as of May 5, 1998, by and among
Alliance Laundry Systems LLC, Alliance Laundry Corporation, Alliance
Laundry Holdings LLC, and Lehman Brothers Inc. and Credit Suisse First
Boston Corporation.*
10.3 Credit Agreement, dated as of May 5, 1998, among Alliance Laundry
Holdings LLC, Alliance Laundry Systems LLC, the several banks or other
financial institutions or entities from time to time parties to this
Agreement, Lehman Brothers Inc., Lehman Commercial Paper Inc., and
General Electric Capital Corporation.*
10.4 Loan and Security Agreement dated May 5, 1998, between Alliance Laundry
Receivables Warehouse LLC, the Lenders and Lehman Commercial Paper
Inc.*
10.5 Amended and Restated Limited Liability Agreement of Alliance Laundry
Holdings LLC, dated as of May 5, 1998.*
10.6 Alliance Laundry Holdings LLC, Securityholders Agreement, dated as of
May 5, 1998, between Alliance Laundry Holdings LLC and the
Securityholders.*
10.7 Alliance Laundry Holdings LLC, Registration Rights Agreement, made as if
May 5, 1998, by and among Alliance Laundry Holdings LLC, Raytheon
Company, Bain/RCL and the Securityholders.*
10.8 Employment Agreement, made as of May 5, 1998, by and between Alliance
Laundry Systems LLC and Thomas F. L'Esperance.*
10.9 IRA and Executive Unit Purchase Agreement, made as of May 5, 1998, by
and between RCL Acquisitions, LLC, Thomas F. L'Esperance and Stifel,
Nicolaus Custodian for Thomas F. L'Esperance IRA and Stifel, Nicolaus
Custodian for Paula K. L'Esperance IRA.*
10.10 IRA and Executive Unit Purchase Agreement, made as of May 5, 1998, by
and between RCL Acquisitions, LLC, R. Scott Gaster and Robert W. Baird
& Co. Inc. TTEE for R. Scott Gaster IRA.*
10.11 IRA and Executive Unit Purchase Agreement, made as of May 5, 1998, by
and between RCL Acquisitions, L.L.C., Jeffrey J. Brothers and Delaware
Charter Guarantee and Trust Company, TTEE for Jeffrey J. Brothers,
IRA.*
10.12 Executive Unit Purchase Agreement, made as of May 5, 1998, by and
between RCL Acquisitions, L.L.C., and Herman Beach.*
10.13 IRA and Executive Unit Purchase Agreement, made as of May 5, 1998, by
and between RCL Acquisitions, L.L.C., Bruce P. Rounds and Stifel,
Nicolaus Custodian for Bruce P. Rounds IRA.*
10.14 IRA and Executive Unit Purchase Agreement, made as of May 5, 1998, by
and between RCL Acquisitions, L.L.C., Scott L. Spiller and Stifel,
Nicolaus Custodian for Scott Spiller IRA.*
10.15 IRA and Executive Unit Purchase Agreement, made as of May 5, 1998, by
and between RCL Acquisitions, L.L.C., Robert T. Wallace and Edward
Jones, Cust FBO Robert T. Wallace, IRA.*
10.16 Deferred Compensation Agreement, made and entered into as of May 5,
1998, by and among Thomas F. L'Esperance, Raytheon Company, Alliance
Laundry Holdings LLC, and Alliance Laundry Systems LLC.*
II-4
10.17 Deferred Compensation Agreement, made and entered into as of May 5,
1998, by and among R. Scott Gaster, Alliance Laundry Holdings LLC, and
Alliance Laundry Systems LLC.*
10.18 Deferred Compensation Agreement, made and entered into as of May 5,
1998, by and among Jeffrey J. Brothers, Alliance Laundry Holdings LLC
and Alliance Laundry Systems LLC.*
10.19 Deferred Compensation Agreement, made and entered into as of May 5,
1998, by and among Herman W. Beach, Alliance Laundry Holdings LLC and
Alliance Laundry Systems LLC.*
10.20 Deferred Compensation Agreement, made and entered into as of May 5,
1998, by and among Bruce P. Rounds, Alliance Laundry Holdings LLC and
Alliance Laundry Systems LLC.*
10.21 Deferred Compensation Agreement, made and entered into as of May 5,
1998, by and among Robert T. Wallace, Alliance Laundry Holdings LLC and
Alliance Laundry Systems LLC.*
10.22 Retention Agreement, dated as of September 30, 1997, by and between
Thomas F. L'Esperance and Raytheon Commercial Laundry LLC.*
10.23 Amendment No. 1 to Retention Agreement, dated as of April , 1998, be
and between Thomas F. L'Esperance and Raytheon Commercial Laundry LLC.*
10.24 Retention Agreement, dated as of September 30, 1997, by and between R.
Scott Gaster and Raytheon Commercial Laundry LLC.*
10.25 Amendment No. 1 to Retention Agreement, dated as of April , 1998, by
and between R. Scott Gaster and Raytheon Commercial Laundry LLC.*
10.26 Retention Agreement, dated as of September 30, 1997, by and between
Jeffrey J. Brothers and Raytheon Commercial Laundry LLC.*
10.27 Amendment No. 1 to Retention Agreement, dated as of April , 1998, by
and between Jeffrey J. Brothers and Raytheon Commercial Laundry LLC.*
10.28 Retention Agreement, dated as of September 30, 1997, by and between
Herman W. Beach and Raytheon Commercial Laundry LLC.*
10.29 Amendment No. 1 to Retention Agreement, dated as of April , 1998, by
and between Herman W. Beach and Raytheon Commercial Laundry LLC.*
10.30 Retention Agreement, dated as of September 30, 1997, by and between
Bruce P. Rounds and Raytheon Commercial Laundry LLC.*
10.31 Amendment No. 1 to Retention Agreement, dated as of April , 1998, by
and between Bruce P. Rounds and Raytheon Commercial Laundry LLC.*
10.32 Retention Agreement, dated as of September 30, 1997, by and between
Robert T. Wallace and Raytheon Commercial Laundry LLC.*
10.33 Amendment No. 1 to Retention Agreement, dated as of April , 1998, by
and between Robert T. Wallace and Raytheon Commercial Laundry LLC.*
10.34 Promissory Note, dated as of May 5, 1998, from Thomas F. L'Esperance to
RCL Acquisitions, L.L.C.*
10.35 Promissory Note, dated as of May 5, 1998, from R. Scott Gaster to RCL
Acquisitions, L.L.C.*
10.36 Promissory Note, dated as of May 5, 1998, from Jeffrey J. Brothers to
RCL Acquisitions, L.L.C.*
10.37 Promissory Note, dated as of May 5, 1998, from Herman W. Beach to RCL
Acquisitions, L.L.C.*
10.38 Promissory Note, dated as of May 5, 1998, from Bruce P. Rounds to RCL
Acquisitions, L.L.C.*
10.39 Promissory Note, dated as of May 5, 1998, from Robert T. Wallace to RCL
Acquisitions, L.L.C.*
10.40 Advisory Agreement, dated as of , 1998, by and between Alliance
Laundry Systems LLC, and Bain Capital, Inc.*
10.41 Transition Services Agreement, dated as of May , 1998, by and among
Bain/RCL, L.L.C., RCL Acquisitions, L.L.C., Raytheon Company, and
Raytheon Commercial Laundry LLC.*
10.42 Junior Subordinated Promissory Note, dated as of , 1998, from
Alliance Laundry Holdings LLC to Raytheon Company.*
10.43 Supply Agreement, dated as of September 10, 1997, between Amana Company,
L.P. and Raytheon Commercial Laundry LLC.**
10.44 Supply Agreement II, dated as of September 10, 1997, between Amana
Company, L.P. and Raytheon Commercial Laundry LLC.**
12.1 Statement of Computation of Ratios.*
21.1 Subsidiaries of Alliance Laundry Systems LLC.**
23.1 Consent of Coopers & Lybrand L.L.P.***
23.2 Consent of Kirkland & Ellis (included in exhibits 5.1 and 8.1).*
24.1 Powers of Attorney (included in signature page).***
25.1 Statement of Eligibility of Trustee on Form T-1.*
II-5
27.1 Financial Data Schedule.*
99.1 Form of Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
99.3 Form of Tender Instructions.**
- --------
* Filed herewith
** To be filed by amendment.
*** Previously filed
(B) FINANCIAL STATEMENT SCHEDULES
Combined Schedule of Valuation Accounts
(C) REPORT OF INDEPENDENT ACCOUNTANTS
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering; and
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by Rule 3-19 of the chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a) (3) of the Act need not be furnished,
provided, that the registrant includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3) of
the Act or Rule 3-19 of this chapter is such financial statements and
information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
(1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is part of this registration statement, by any person
or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect
to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is
II-6
used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 20 or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
RIPON, STATE OF WISCONSIN, ON JULY 2, 1998.
Alliance Laundry Systems LLC
/s/ Thomas F. L'Esperance
By: _________________________________
Name: Thomas F. L'Esperance
Title: President, Chief Executive
Officer and Manager
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT AND POWER OF ATTORNEY HAVE BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATION ON JULY 2,
1998:
SIGNATURE CAPACITY
/s/ Thomas F. L'Esperance President, Chief Executive Officer
- ------------------------------------- and Manager (principal executive
THOMAS F. L'ESPERANCE officer)
/s/ Bruce P. Rounds Vice President/Chief Financial
- ------------------------------------- Officer (principal financial and
BRUCE P. ROUNDS accounting officer)
Manager
*
- -------------------------------------
EDWARD W. CONARD
Manager
*
- -------------------------------------
ROBERT C. GAY
Manager
*
- -------------------------------------
STEPHEN C. SHERRILL
Vice President and
* Manager
- -------------------------------------
- -------- STEPHEN M. ZIDE
* means signed by attorney-in-fact
II-8
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
RIPON, STATE OF WISCONSIN, ON JULY 2, 1998.
Alliance Laundry Holdings LLC
/s/ Thomas F. L'Esperance
By: _________________________________
Name: Thomas F. L'Esperance
Title: President, Chief Executive
Officer and Manager
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT AND POWER OF ATTORNEY HAVE BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATION ON JULY 2,
1998:
SIGNATURE CAPACITY
/s/ Thomas F. L'Esperance President, Chief Executive Officer
- ------------------------------------- and Manager (principal executive
THOMAS F. L'ESPERANCE officer)
/s/ Bruce P. Rounds Vice President/Chief Financial
- ------------------------------------- Officer (principal financial
BRUCE P. ROUNDS and accounting officer)
Manager
*
- -------------------------------------
EDWARD W. CONARD
Manager
*
- -------------------------------------
ROBERT C. GAY
Manager
*
- -------------------------------------
STEPHEN C. SHERRILL
Vice President and
* Manager
- -------------------------------------
STEPHEN M. ZIDE
- --------
* means signed by attorney-in-fact
II-9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
RIPON, STATE OF WISCONSIN, ON JULY 2, 1998.
Alliance Laundry Corporation
/s/ Thomas F. L'Esperance
By: _________________________________
Name: Thomas F. L'Esperance
Title: President, Chief Executive
Officer and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT AND POWER OF ATTORNEY HAVE BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATION ON JULY 2,
1998:
SIGNATURE CAPACITY
/s/ Thomas F. L'Esperance President, Chief Executive Officer
- ------------------------------------- and Director (principal executive
THOMAS F. L'ESPERANCE officer)
/s/ Bruce P. Rounds Vice President/Chief Financial
- ------------------------------------- Officer (principal financial and
BRUCE P. ROUNDS accounting officer)
Director
*
- -------------------------------------
EDWARD W. CONARD
Director
*
- -------------------------------------
ROBERT C. GAY
Director
*
- -------------------------------------
STEPHEN C. SHERRILL
Vice President and
* Director
- -------------------------------------
STEPHEN M. ZIDE
- --------
* means signed by attorney-in-fact
II-10
EXHIBITS INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
2.1 Agreement and Plan of Merger, dated as of February 21,
1998, by and among Bain/RCL, L.L.C., RCL Acquisitions,
L.L.C., Raytheon Commercial Laundry LLC and Raytheon
Company.*
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated
as of May 2, 1998, by and among Bain/RCL, L.L.C., RCL
Acquisitions, L.L.C., Raytheon Commercial Laundry LLC
and Raytheon Company.*
3.1 Certificate of Formation of Alliance Laundry Systems
LLC*
3.2 Amended and Restated Limited Liability Company
Agreement of Alliance Laundry Systems LLC.*
3.3 Certificate of Incorporation of Alliance Laundry
Corporation.*
3.4 Bylaws of Alliance Laundry Corporation.*
4.1 Indenture, dated as of May 5, 1998, among Alliance
Laundry Systems LLC, Alliance Laundry Corporation, the
Guarantors and United States Trust Company of New
York.*
5.1 Opinion and Consent of Kirkland & Ellis.**
8.1 Opinion of Kirkland & Ellis as to federal income tax
consequences.**
10.1 Purchase Agreement, dated as of April 29,1998, by and
among Alliance Laundry Systems LLC, Alliance Laundry
Corporation and the Initial Purchasers.*
10.2 Registration Rights Agreement, dated as of May 5, 1998,
by and among Alliance Laundry Systems LLC, Alliance
Laundry Corporation, Alliance Laundry Holdings LLC,
and Lehman Brothers Inc. and Credit Suisse First
Boston Corporation.*
10.3 Credit Agreement, dated as of May 5, 1998, among
Alliance Laundry Holdings LLC, Alliance Laundry
Systems LLC, the several banks or other financial
institutions or entities from time to time parties to
this Agreement, Lehman Brothers Inc., Lehman
Commercial Paper Inc., and General Electric Capital
Corporation.*
10.4 Loan and Security Agreement dated May 5, 1998, between
Alliance Laundry Receivables Warehouse LLC, the
Lenders and Lehman Commercial Paper Inc.*
10.5 Amended and Restated Limited Liability Agreement of
Alliance Laundry Holdings LLC, dated as of May 5,
1998.*
10.6 Alliance Laundry Holdings LLC, Securityholders
Agreement, dated as of May 5, 1998, between Alliance
Laundry Holdings LLC and the Securityholders.*
10.7 Alliance Laundry Holdings LLC, Registration Rights
Agreement, made as if May 5, 1998, by and among
Alliance Laundry Holdings LLC, Raytheon Company,
Bain/RCL and the Securityholders.*
10.8 Employment Agreement, made as of May 5, 1998, by and
between Alliance Laundry Systems LLC and Thomas F.
L'Esperance.*
10.9 IRA and Executive Unit Purchase Agreement, made as of
May 5, 1998, by and between RCL Acquisitions, LLC,
Thomas F. L'Esperance and Stifel, Nicolaus Custodian
for Thomas F. L'Esperance IRA and Stifel, Nicolaus
Custodian for Paula K. L'Esperance IRA.*
10.10 IRA and Executive Unit Purchase Agreement, made as of
May 5, 1998, by and between RCL Acquisitions, LLC, R.
Scott Gaster and Robert W. Baird & Co. Inc. TTEE for
R. Scott Gaster IRA.*
10.11 IRA and Executive Unit Purchase Agreement, made as of
May 5, 1998, by and between RCL Acquisitions, L.L.C.,
Jeffrey J. Brothers and Delaware Charter Guarantee and
Trust Company, TTEE for Jeffrey J. Brothers, IRA.*
10.12 Executive Unit Purchase Agreement, made as of May 5,
1998, by and between RCL Acquisitions, L.L.C., and
Herman Beach.*
10.13 IRA and Executive Unit Purchase Agreement, made as of
May 5, 1998, by and between RCL Acquisitions, L.L.C.,
Bruce P. Rounds and Stifel, Nicolaus Custodian for
Bruce P. Rounds IRA.*
10.14 IRA and Executive Unit Purchase Agreement, made as of
May 5, 1998, by and between RCL Acquisitions, L.L.C.,
Scott L. Spiller and Stifel, Nicolaus Custodian for
Scott Spiller IRA.*
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
10.15 IRA and Executive Unit Purchase Agreement, made as of
May 5, 1998, by and between RCL Acquisitions, L.L.C.,
Robert T. Wallace and Edward Jones, Cust FBO Robert T.
Wallace, IRA.*
10.16 Deferred Compensation Agreement, made and entered into
as of May 5, 1998, by and among Thomas F. L'Esperance,
Raytheon Company, Alliance Laundry Holdings LLC, and
Alliance Laundry Systems LLC.*
10.17 Deferred Compensation Agreement, made and entered into
as of May 5, 1998, by and among R. Scott Gaster,
Alliance Laundry Holdings LLC, and Alliance Laundry
Systems LLC.*
10.18 Deferred Compensation Agreement, made and entered into
as of May 5, 1998, by and among Jeffrey J. Brothers,
Alliance Laundry Holdings LLC and Alliance Laundry
Systems LLC.*
10.19 Deferred Compensation Agreement, made and entered into
as of May 5, 1998, by and among Herman W. Beach,
Alliance Laundry Holdings LLC and Alliance Laundry
Systems LLC.*
10.20 Deferred Compensation Agreement, made and entered into
as of May 5, 1998, by and among Bruce P. Rounds,
Alliance Laundry Holdings LLC and Alliance Laundry
Systems LLC.*
10.21 Deferred Compensation Agreement, made and entered into
as of May 5, 1998, by and among Robert T. Wallace,
Alliance Laundry Holdings LLC and Alliance Laundry
Systems LLC.*
10.22 Retention Agreement, dated as of September 30, 1997, by
and between Thomas F. L'Esperance and Raytheon
Commercial Laundry LLC.*
10.23 Amendment No. 1 to Retention Agreement, dated as of
April , 1998, be and between Thomas F. L'Esperance
and Raytheon Commercial Laundry LLC.*
10.24 Retention Agreement, dated as of September 30, 1997, by
and between R. Scott Gaster and Raytheon Commercial
Laundry LLC.*
10.25 Amendment No. 1 to Retention Agreement, dated as of
April , 1998, by and between R. Scott Gaster and
Raytheon Commercial Laundry LLC.*
10.26 Retention Agreement, dated as of September 30, 1997, by
and between Jeffrey J. Brothers and Raytheon
Commercial Laundry LLC.*
10.27 Amendment No. 1 to Retention Agreement, dated as of
April , 1998, by and between Jeffrey J. Brothers and
Raytheon Commercial Laundry LLC.*
10.28 Retention Agreement, dated as of September 30, 1997, by
and between Herman W. Beach and Raytheon Commercial
Laundry LLC.*
10.29 Amendment No. 1 to Retention Agreement, dated as of
April , 1998, by and between Herman W. Beach and
Raytheon Commercial Laundry LLC.*
10.30 Retention Agreement, dated as of September 30, 1997, by
and between Bruce P. Rounds and Raytheon Commercial
Laundry LLC.*
10.31 Amendment No. 1 to Retention Agreement, dated as of
April , 1998, by and between Bruce P. Rounds and
Raytheon Commercial Laundry LLC.*
10.32 Retention Agreement, dated as of September 30, 1997, by
and between Robert T. Wallace and Raytheon Commercial
Laundry LLC.*
10.33 Amendment No. 1 to Retention Agreement, dated as of
April , 1998, by and between Robert T. Wallace and
Raytheon Commercial Laundry LLC.*
10.34 Promissory Note, dated as of May 5, 1998, from Thomas
F. L'Esperance to RCL Acquisitions, L.L.C.*
10.35 Promissory Note, dated as of May 5, 1998, from R. Scott
Gaster to RCL Acquisitions, L.L.C.*
10.36 Promissory Note, dated as of May 5, 1998, from Jeffrey
J. Brothers to RCL Acquisitions, L.L.C.*
10.37 Promissory Note, dated as of May 5, 1998, from Herman
W. Beach to RCL Acquisitions, L.L.C.*
10.38 Promissory Note, dated as of May 5, 1998, from Bruce P.
Rounds to RCL Acquisitions, L.L.C.*
10.39 Promissory Note, dated as of May 5, 1998, from Robert
T. Wallace to RCL Acquisitions, L.L.C.*
10.40 Advisory Agreement, dated as of , 1998, by and
between Alliance Laundry Systems LLC, and Bain
Capital, Inc.*
10.41 Transition Services Agreement, dated as of May ,
1998, by and among Bain/RCL, L.L.C., RCL Acquisitions,
L.L.C., Raytheon Company, and Raytheon Commercial
Laundry LLC.*
2
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
10.42 Junior Subordinated Promissory Note, dated as of ,
1998, from Alliance Laundry Holdings LLC to Raytheon
Company.*
10.43 Supply Agreement, dated as of September 10, 1997,
between Amana Company, L.P. and Raytheon Commercial
Laundry LLC.**
10.44 Supply Agreement II, dated as of September 10, 1997,
between Amana Company, L.P. and Raytheon Commercial
Laundry LLC.**
12.1 Statement of Computation of Ratios.*
21.1 Subsidiaries of Alliance Laundry Systems LLC.**
23.1 Consent of Coopers & Lybrand L.L.P.***
23.2 Consent of Kirkland & Ellis (included in exhibits 5.1
and 8.1).*
24.1 Powers of Attorney (included in signature page).***
25.1 Statement of Eligibility of Trustee on Form T-1.*
27.1 Financial Data Schedule.*
99.1 Form of Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
99.3 Form of Tender Instructions.**
- -------
* Filed herewith
** To be filed by amendment.
*** Previously filed
3