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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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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.
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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
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[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.
