UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4* 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
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(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
*Constituting the final amendment to Schedule 14D-1.
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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"), as amended by its
Schedule 14D-1, Amendment No. 1, filed on July 26, 1999, Amendment No. 2, filed
on July 26, 1999 and Amendment No. 3, filed on August 5, 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in the press release dated August 16, 1999,
which press release is attached hereto as Exhibit (a)(1), is incorporated by
reference herein.
Item 10. ADDITIONAL INFORMATION.
The information set forth in the press release dated August 16, 1999,
which press release is attached hereto as Exhibit (a)(1), is incorporated by
reference herein.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by the addition of the following exhibits:
(a)(1) Press release issued by Berisford plc, dated August 16, 1999.
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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 17, 1999
BERISFORD ACQUISITION CORPORATION
By: /s/ ANDREW ROAKE
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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
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Name: David W. Williams
Title: Chief Executive Officer
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EXHIBIT INDEX
(a)(1) Press release issued by Berisford plc, dated August 16, 1999.
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Exhibit (a)(1)
August 16, 1999
Berisford plc ("Berisford")
Successful completion of tender offer for Scotsman Industries, Inc.
("Scotsman")
The board of Berisford announces the successful completion of its tender offer
to purchase all of the outstanding shares of Scotsman at $33 per share. The
tender offer expired at 12:00 midnight, New York City time, on Friday, 13 August
1999, at which time 9,867,863 Scotsman shares had been validly tendered into the
offer and not withdrawn. Berisford has accepted for payment such validly
tendered shares representing approximately 92.8 percent of the fully diluted
share capital of Scotsman.
Berisford now intends to complete the acquisition of Scotsman promptly by means
of the merger of Scotsman with a wholly owned Berisford subsidiary.
Commenting on the result of the tender offer, David Williams, chief executive of
Berisford, said:
"I am delighted that we have successfully completed our tender
offer for Scotsman. This is a major strategic move for Berisford
and provides a tremendous platform from which to develop our
business."
Enquiries
Berisford 0171 312 2500
David Williams
Jonathan Findler
Schroders 0171 658 6000
Mark Warham
Cyrus Shabi
Cardew & Co. 0171 930 0777
Jasper Archer
J. Henry Schroder & Co. Limited ("Schroders"), which is regulated in the UK by
The Securities and Futures Authority Limited, is acting for Berisford and for no
one else in relation to the acquisition of Scotsman and will not be responsible
to anyone other than Berisford for providing the protections afforded to its
customers nor for giving advice in relation to the acquisition of Scotsman.
