-----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, Is7Z5jjv2+JkZdwFfzExyhAw5MoHJmh4BpOgu09mqyD9D8mjcdTRj4dTOGpX/OTH Xdl5vVzgX5OgSBGCoZiuzA== 0000950131-97-001077.txt : 19970222 0000950131-97-001077.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950131-97-001077 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970214 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: 97535895 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. 2 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 2 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) 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 10. ADDITIONAL INFORMATION. (c) On February 13, 1997, the Federal Trade Commission informed Parent, the Offeror and the Company that it had granted early termination of both the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), for the acquisition of Shares under the Offer and the waiting period for the acquisition by Kuhlman Corporation of substantially all the assets of the Company's transportation products group business. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(14) Press Release issued by Parent and the Company on February 14, 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. SCOTSMAN INDUSTRIES, INC. Dated: February 14, 1997 /s/ Donald D. Holmes By: _________________________________ Name: Donald D. Holmes Title: Vice President--Finance and Secretary K ACQUISITION CORP. /s/ Donald D. Holmes By: _________________________________ Name: Donald D. Holmes Title: Vice President--Treasurer and Secretary 3 EX-99.(A)(14) 2 PRESS RELEASE [LETTERHEAD OF SCOTSMAN INDUSTRIES] Contacts: Donald D. 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 EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD INVOLVING ACQUISITION OF KYSOR INDUSTRIAL CORPORATION AND RELATED ASSET SALE Vernon Hills, IL and Cadillac, MI, February 14, 1997 -- Scotsman Industries, Inc. (NYSE:SCT) and Kysor Industrial Corporation (NYSE:KZ) announced today that the Federal Trade Commission has granted early termination of the waiting period related to the proposed acquisition of Kysor by Scotsman. The Federal Trade Commission has also granted early termination of the waiting period for the related sale of the assets of Kysor's Transportation Products Group to Kuhlman Corporation. Scotsman Industries, Inc. is a leading international manufacturer of refrigeration products -- ice machines, beverage dispensing systems, food preparation and storage equipment and related products. The Company 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 is a quality producer of refrigerated display cases, commercial refrigeration systems and insulated panels for the supermarket and food service industry and a manufacturer of components for the medium- and heavy-duty commercial vehicle market. -----END PRIVACY-ENHANCED MESSAGE-----