UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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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)
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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
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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") with respect to the
Offer by Purchaser, to purchase all of the outstanding shares of common stock of
Scotsman Industries, Inc., as set forth in the Original Filing. Capitalized
terms used herein and not otherwise defined shall have the meaning assigned such
terms in the Statement.
Item 10. ADDITIONAL INFORMATION.
On July 22, 1999, at an extraordinary general meeting of Berisford's
shareholders called for the purpose of approving the acquisition of the Company
pursuant to the terms of the Merger Agreement, a majority of Berisford's
shareholders approved the acquisition of the Company pursuant to the terms of
the Merger Agreement. Consequently, the Berisford Shareholder Condition has been
satisfied.
<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: July 26, 1999
BERISFORD ACQUISITION CORPORATION
By: /s/ Andrew Roake
---------------------------------------
Name: Andrew Roake
Title: President and Secretary
WELBILT CORPORATION
By: /s/ Andrew Roake
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Name: Andrew Roake
Title: Chief Executive Officer
BERISFORD PLC
By: /s/ David W. Williams
---------------------------------------
Name: David W. Williams
Title: Chief Executive Officer
