UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Amendment No. 3
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
----------------
Scotsman Industries, Inc.
(Name of Subject Company)
BERISFORD ACQUISITION CORPORATION
WELBILT CORPORATION
BERISFORD PLC
(Bidder)
Common Stock, $0.10 Par Value Per Share
(Titles of Class of Securities)
809340102
(CUSIP Number of Class of Securities)
Welbilt Corporation
225 High Ridge Road
Stamford, CT 06905
Telephone: (203) 325-8300
Facsimile: (203)325-3422
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
-----------------------
Copy to:
Dennis J. Block , Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Telephone: (212) 504-6000
Facsimile: (212) 504-6666
<PAGE>
Berisford Acquisition Corporation ("Purchaser"), a wholly owned subsidiary
of Welbilt Corporation ("Parent"), an indirect wholly owned subsidiary of
Berisford plc ("Berisford"), hereby amends and supplements its Schedule 14D-1
originally filed on July 9, 1999 (the "Original Filing"), as amended by its
Schedule 14D-1, Amendment No. 1, filed on July 26, 1999 and Amendment No. 2,
filed on July 26, 1999 (together with the Original Filing, the "Statement") with
respect to the Offer by Purchaser set forth in the Statement. Capitalized terms
used herein and not otherwise defined shall have the meaning assigned such terms
in the Statement.
Item 10. ADDITIONAL INFORMATION.
Item 10 of the Schedule 14D-1 is hereby amended by adding to Section 14
of the Offer to Purchase the following sentence as a separate paragraph at
the end thereof:
"Notwithstanding anything to the contrary in this Offer
to Purchase, Purchaser will not terminate the Offer,
eliminate withdrawal rights and accept Shares for payment,
until all conditions to the Offer have been satisfied or
waived."
-2-
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 5, 1999
BERISFORD ACQUISITION CORPORATION
By: /s/ ANDREW ROAKE
-----------------------------
Name: Andrew Roake
Title: President and Secretary
WELBILT CORPORATION
By: /s/ ANDREW ROAKE
-----------------------------
Name: Andrew Roake
Title: Chief Executive Officer
BERISFORD PLC
By: /s/ DAVID W. WILLIAMS
-----------------------------
Name: David W. Williams
Title: Chief Executive Officer
