-----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, UUTbn4V9qLG8mFRxFX6l4VJ1Zse/HI4l3znFt6UVeXupYGwa6Jbor7sbWwxdd8B2 5ynYFX2bEoBSPFGIjFC8Pg== 0000950131-97-001621.txt : 19970307 0000950131-97-001621.hdr.sgml : 19970307 ACCESSION NUMBER: 0000950131-97-001621 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970306 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: 97552001 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. 4 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 4 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 10. ADDITIONAL INFORMATION. (f) As contemplated by the condition to the Offeror's obligations described in clause (iv) of the introductory portion of the first paragraph of Section 15 ("Certain Conditions to the Offeror's Obligations") (the "ESOP Condition"), on February 7, 1997, the Company gave notice to the ESOP Trustee of its intention to redeem all outstanding shares of ESOP Preferred Stock as of a date one business day following the date that the Offeror consummates the Offer (the "Redemption Date"). The Certificate of Designations, Rights and Preferences for the ESOP Preferred Stock provides that shares of ESOP Preferred Stock may be converted into shares of Common Stock no later than two business days prior to the Redemption Date. Parent and the Company have agreed to allow the Redemption Date to be extended to a date four business days following the consummation of the Offer in order for the ESOP Trustee to have sufficient time to determine whether to convert into Common Stock any shares of ESOP Preferred Stock that have not been tendered. In light of these arrangements, Parent and the Offeror have waived the ESOP Condition, subject only to there being no further change to the Redemption Date. 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 6, 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 Secretary and Assistant Treasurer 3 -----END PRIVACY-ENHANCED MESSAGE-----