-----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, LYQ5ORnMOfRLxbMstzE9wTNSJWClAfIEtVtWpQVhCpjZmUSx0HXFpwukyLfdfYk7 OGLb1VXSsAuxBTjoNn3+yw== 0000950131-97-001888.txt : 19970319 0000950131-97-001888.hdr.sgml : 19970319 ACCESSION NUMBER: 0000950131-97-001888 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970308 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970318 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10182 FILM NUMBER: 97558382 BUSINESS ADDRESS: STREET 1: 775 CORPORATE WOODS PKWY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 7082154500 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 ---------------- SCOTSMAN INDUSTRIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-10182 36-3635892 (STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER JURISDICTION FILE NUMBER) IDENTIFICATION NO.) OF ORGANIZATION) 775 CORPORATE WOODS PARKWAY 60061 VERNON HILLS, ILLINOIS (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (847) 215-4500 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE.) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS 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 (the "ESOP Preferred Stock" and, together with the Common Stock, the "Shares"). On March 11, 1997, Old Kent Bank, the trustee (the "Trustee") under the Kysor Industrial Corporation Employee Stock Ownership Trust (the "Trust") and the holder of record of all outstanding shares of ESOP Preferred Stock, converted 28,724.1221 shares of ESOP Preferred Stock into an equal number of shares of Common Stock. The 28,724.1221 shares of ESOP Preferred Stock represented all outstanding shares of ESOP Preferred Stock that the Trustee had not tendered on behalf of the participants under the Trust pursuant to the Offer. Pursuant to the Offer, Purchaser acquired 6,372,673 Shares, or approximately 94% of the outstanding Shares. All Shares validly tendered and not withdrawn before expiration of the Offer at 12:00 midnight, New York City time, on March 7, 1997, were accepted for payment, including 1,108,382 Shares tendered pursuant to guaranteed delivery procedures. 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. A copy of the press release of Scotsman announcing the acquisition of the Shares is filed as Exhibit (c)(2) to this Form 8-K. 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 (the "Merger Consideration"). Scotsman promptly will cause notice of the Merger to be mailed to each person who held Shares that were not tendered pursuant to the Offer, which notice will contain documentation pursuant to which such person may obtain the Merger Consideration. Purchaser's payment of approximately $274 million for the aggregate purchase price of the Shares purchased by Purchaser in the Offer was funded with an advance to Purchaser by Scotsman Group Inc., a Delaware corporation and the sole shareholder of Purchaser ("Scotsman Group"). Scotsman Group derived the funds necessary for such advance from borrowings under a new credit facility with a syndicate of banks and The First National Bank of Chicago, as agent. Kysor is a leading international manufacturer through its Commercial Products Group of refrigerated display cases, commercial refrigeration systems and insulated panels for the supermarket industry. As contemplated by the Merger Agreement, on March 10, 1997, Kysor sold to Transpro Group, Inc., a Delaware corporation ("Transpro"), and Kuhlman Corporation, a Delaware corporation and the indirect parent of Transpro, substantially all of the assets of Kysor's Transportation Products Group for a purchase price of $86 million in cash, and Transpro assumed, with limited exceptions, the liabilities related to such assets. Kysor's Transportation Products Group produces components for the medium and heavy-duty commercial vehicle market. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The financial statements of Kysor will be filed by amendment as soon as practicable and in any event not later than 60 days after the date upon which this Form 8-K is required to be filed. 2 (b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information will be filed by amendment as soon as practicable and in any event not later than 60 days after the date upon which this Form 8-K is required to be filed. (c) EXHIBITS: (1)Agreement and Plan of Merger, dated as of February 2, 1997, among Scotsman, Purchaser and Kysor. (Incorporated by reference from Exhibit (c)(1) to Scotsman's Tender Offer Statement on Schedule 14D-1 filed by Scotsman with the Securities and Exchange Commission ("SEC") on February 7, 1997 (the "Schedule 14D-1")) (2)First Amendment to Agreement and Plan of Merger, dated as of March 7, 1997, among Scotsman, Purchaser and Kysor. (3)Press release of Scotsman dated March 10, 1997. (Incorporated by reference from Exhibit (a)(15) to Amendment No. 5 to the Schedule 14D-1 filed by Scotsman with the SEC on March 10, 1997) 3 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. Scotsman Industries, Inc. /s/ Donald D. Holmes By: _________________________________ Name: Donald D. Holmes Title: Vice President--Treasurer and Secretary DATE: March 14, 1997 4 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-----