-----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, NAQULYA/h1fumIUPhsTgfBLKUFScnU4Gyrcg/iRVbmlkeWS3eprSVX8EBHQGRY+7 HrD0i+GbFyJX7qu67HTVEw== 0000950131-97-001854.txt : 19970318 0000950131-97-001854.hdr.sgml : 19970318 ACCESSION NUMBER: 0000950131-97-001854 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970308 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970317 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08973 FILM NUMBER: 97557703 BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: CADILLAC STATE: MI ZIP: 49601 BUSINESS PHONE: 6167792200 8-K 1 FORM 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 8, 1997 ---------------- KYSOR INDUSTRIAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MICHIGAN 1-8973 38-1909000 (STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER JURISDICTION FILE NUMBER) IDENTIFICATION NO.) OF ORGANIZATION) ONE MADISON AVENUE 49601 P.O. BOX 1000 (ZIP CODE) CADILLAC, MICHIGAN (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (616) 779-2200 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE.) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. CHANGES IN CONTROL OF REGISTRANT On March 8, 1997, K Acquisition Corp. ("Purchaser"), a Michigan corporation and an indirect wholly owned subsidiary of Scotsman Industries, Inc., a Delaware corporation ("Scotsman"), consummated its cash tender offer (the "Offer") for all outstanding shares of Common Stock, $1.00 par value, of Kysor Industrial Corporation, a Michigan corporation ("Kysor"), including the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 26, 1996, as amended, between Kysor and Harris Trust and Savings Bank, as successor rights agent (collectively, the "Common Stock"), and all outstanding shares of Series A Convertible Voting Preferred Stock, $24.375 stated value per share together with the Common Stock, the "Shares"). Pursuant to the Offer, Purchaser acquired 6,372,673 Shares, or approximately 94% of the outstanding Shares. The Offer was made pursuant to the Agreement and Plan of Merger, dated February 2, 1997, as amended (the "Merger Agreement"), among Scotsman, Purchaser and Kysor. As contemplated by the Merger Agreement, on March 12, 1997, Purchaser was merged with and into Kysor (the "Merger"), with Kysor being the surviving corporation and an indirect wholly owned subsidiary of Scotsman (the "Surviving Corporation"). The Merger was effected pursuant to the "short-form" merger provisions of Section 450.1711 of the Michigan Business Corporation Act, as amended, without prior notice to, or any action by, any shareholder of Kysor. At the effective time of the Merger, each share of Common Stock that was issued and outstanding (other than shares of Common Stock owned by Kysor, Scotsman, Purchaser or any of their respective subsidiaries, which shares were automatically canceled and retired) was converted into the right to receive from the Surviving Corporation $43.00 in cash, without interest thereon. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS: (1)Agreement and Plan of Merger, dated as of February 2, 1997, among Scotsman, Purchaser and Kysor. (Incorporated by reference from Exhibit 1 to Kysor's Schedule 14D-9 filed by Kysor with the Securities and Exchange Commission on February 7, 1997) (2)First Amendment to Agreement and Plan of Merger, dated as of March 7, 1997, among Scotsman, Purchaser and Kysor. 2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED. Kysor Industrial Corporation /s/ Donald D. Holmes By: _________________________________ Name: Donald D. Holmes Title: Vice President--Treasurer and Secretary DATE: March 14, 1997 3 EX-2 2 FIRST AMEND. & AGREE. & PLAN OF MERGER EXHIBIT (2) FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 7, 1997 (this "First Amendment"), among SCOTSMAN INDUSTRIES, INC., a Delaware corporation ("Parent"), K ACQUISITION CORP., a Michigan corporation and an indirect wholly owned subsidiary of Parent ("Sub"), and KYSOR INDUSTRIAL CORPORATION, a Michigan corporation (the "Company"). W I T N E S S E T H: ------------------- WHEREAS, Parent, Sub and the Company have entered into the Agreement and Plan of Merger, dated as of February 2, 1997 (the "Merger Agreement"), providing for the merger of Sub and the Company upon the terms and subject to the conditions contained therein; and WHEREAS, Parent, Sub and the Company desire to amend the Merger Agreement in certain respects in accordance with Section 9.3 thereof. NOW, THEREFORE, in consideration of the premises and of the agreements herein contained, the parties hereto agree as follows: 1. Section 2.5(a) of the Merger Agreement is hereby amended by deleting the reference therein to "Sub" and substituting therefor a reference to "the Company". 2. The Merger Agreement, as amended by this First Amendment, shall remain in full force and effect in accordance with its terms. This First Amendment may be executed in one or more counterparts. IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First Amendment to be signed by their respective officers thereunto duly authorized all as of the date first written above. SCOTSMAN INDUSTRIES, INC. By: /s/ Donald D. Holmes ------------------------------ Name: Donald D. Holmes Title: Vice President-Finance and Secretary Attest: /s/ Richard C. Osborne - -------------------------------------- Name: Richard C. Osborne Title: Chairman, President and Chief Executive Officer K ACQUISITION CORP. By: /s/ Donald D. Holmes ------------------------------ Name: Donald D. Holmes Title: Vice President-Finance and Secretary Attest: /s/ Richard C. Osborne - -------------------------------------- Name: Richard C. Osborne Title: Chairman, President and Chief Executive Officer KYSOR INDUSTRIAL CORPORATION By: /s/ George R. Kempton ------------------------------ Name: George R. Kempton Title: Chairman and Chief Executive Officer Attest: /s/ David W. Crooks - -------------------------------------- Name: David W. Crooks Title: Vice President, General Counsel and Secretary -2- -----END PRIVACY-ENHANCED MESSAGE-----