-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FsQWAy1sDy1B/fNa4ym2EsI2dsvnovqXRouz9BoL0AvFL7q7jXV9vtMWk2Go95E4 cIoM15Juwx7HfDZrG4YtRg== 0000950131-97-001679.txt : 19970311 0000950131-97-001679.hdr.sgml : 19970311 ACCESSION NUMBER: 0000950131-97-001679 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970310 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KYSOR INDUSTRIAL CORP /MI/ CENTRAL INDEX KEY: 0000202356 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 381909000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38262 FILM NUMBER: 97554036 BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: CADILLAC STATE: MI ZIP: 49601 BUSINESS PHONE: 6167792200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOTSMAN INDUSTRIES INC CENTRAL INDEX KEY: 0000846660 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 363635892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 775 CORPORATE WOODS PKWY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 7082154500 SC 14D1/A 1 AMENDMENT NO. 5 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 5 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- KYSOR INDUSTRIAL CORPORATION (NAME OF SUBJECT COMPANY) K ACQUISITION CORP., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF SCOTSMAN INDUSTRIES, INC. (BIDDERS) COMMON STOCK, $1.00 PAR VALUE, AND 501566103 SERIES A CONVERTIBLE VOTING NOT AVAILABLE PREFERRED STOCK, $24.375 STATED (CUSIP Number of Class of VALUE Securities) (Title of Class of Securities) RICHARD C. OSBORNE CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER SCOTSMAN INDUSTRIES, INC. 775 CORPORATE WOODS PARKWAY, VERNON HILLS, ILLINOIS 60061 (847) 215-4500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) Copy to SIDLEY & AUSTIN ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60603 (312) 853-7000 ATTENTION: THOMAS A. COLE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- K Acquisition Corp., a Michigan corporation (the "Offeror") and an indirect wholly owned subsidiary of Scotsman Industries, Inc., a Delaware corporation ("Parent"), and Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (as amended, the "Statement"), originally filed on February 7, 1997, with respect to their offer to purchase all outstanding shares of (i) Common Stock, $1.00 par value, of Kysor Industrial Corporation, a Michigan corporation (the "Company"), including the associated common share purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 26, 1996, as amended (the "Rights Agreement"), between the Company and Harris Trust and Savings Bank, as successor Rights Agent (collectively, the "Common Stock"), and (ii) Series A Convertible Voting Preferred Stock, $24.375 stated value per share (the "ESOP Preferred Stock"; the shares of Common Stock and the shares of ESOP Preferred Stock being collectively referred to herein as the "Shares"), at a purchase price of $43.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 7, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which have been filed with the Statement as Exhibits (a)(1) and (a)(2), respectively. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a) and (b). Immediately following expiration of the Offer, the Offeror accepted for payment (and thereby purchased) 6,372,673 Shares validly tendered pursuant to the Offer and not properly withdrawn at or prior to the expiration of the Offer, including 1,108,382 Shares tendered pursuant to guaranteed delivery for which timely delivery of all required documents is necessary. The 6,372,673 Shares accepted for payment (and thereby purchased) by the Offeror represent approximately 94% of the Shares outstanding on March 7, 1997. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a)(15) Press Release issued by Parent and the Company on March 10, 1997. 2 SIGNATURE AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. Dated: March 10, 1997 SCOTSMAN INDUSTRIES, INC. /s/ William J. Rotenberry By: _________________________________ Name: William J. Rotenberry Title: Vice President--Business Development K ACQUISITION CORP. /s/ William J. Rotenberry By: _________________________________ Name: William J. Rotenberry Title: Vice President--Assistant Treasurer and Assistant Secretary 3 EX-15 2 SCOTTSMAN INDUSTRIES & KYSOR CORP ANNOUNCEMENT FOR IMMEDIATE RELEASE - ----------------------- Contacts: Donald Holmes Terry Murphy Paul Verbinnen/ Scotsman Industries Kysor Industrial Judy Brennan (847) 215-4600 (616) 779-2200 Sard Verbinnen & Co. (212) 687-8080 SCOTSMAN INDUSTRIES AND KYSOR INDUSTRIAL CORPORATION ANNOUNCE COMPLETION OF TENDER OFFER Vernon Hills, Illinois, March 10, 1997 -- Scotsman Industries, Inc. (NYSE:SCT) and Kysor Industrial Corporation (NYSE:KZ) announced today that a subsidiary of Scotsman has accepted shares tendered pursuant to a tender offer for all outstanding shares of common stock and preferred stock of Kysor at a purchase price of $43 per share. Scotsman was advised over the weekend by First Chicago Trust Company of New York, the depositary for the offer, that as of the expiration of the offer at 12:00 midnight (EST), on Friday, March 7, approximately 5.6 million shares of Kysor common stock and .76 million shares of preferred stock were validly tendered, which represent in the aggregate, approximately 94% of the outstanding shares of Kysor. All conditions to the closing of the purchase of the shares tendered pursuant to the offer have been satisfied or waived, including conditions related to the sale of substantially all of the assets of Kysor's Transportation Products Group to a subsidiary of Kuhlman Corporation, which sale is expected to close today. The tendered shares were accepted for payment by a Scotsman subsidiary as of the expiration of the offer. It is expected that such Scotsman subsidiary will be merged with and into Kysor with each share of Kysor not purchased in the tender offer being converted into the right to receive $43 in cash. The merger is expected to be completed on or about March 12, 1997. Scotsman and Kysor signed a definitive agreement on February 2, whereby a subsidiary of Scotsman would acquire all the outstanding shares of Kysor for a cash price of $43 per share. Scotsman Industries, Inc. is a leading international manufacturer of refrigeration products -- ice machines, beverage dispensing systems, food preparation and storage equipment and related products. Scotsman markets primarily to commercial customers in the food service, hospitality, beverage and health care industries. Scotsman's products are sold in more than 100 countries through multiple distribution channels. Kysor Industrial Corporation's Commercial Products Group produces refrigerated display cases, commercial refrigeration systems and insulated panels for the supermarket and food service industries. -----END PRIVACY-ENHANCED MESSAGE-----