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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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KYSOR INDUSTRIAL CORPORATION
(NAME OF SUBJECT COMPANY)
KYSOR INDUSTRIAL CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
AND
SERIES A CONVERTIBLE VOTING PREFERRED STOCK, STATED VALUE $24.375 PER SHARE
(TITLE OF EACH CLASS OF SECURITIES)
501566103 (COMMON STOCK)
(CUSIP NUMBER OF EACH CLASS OF SECURITIES)
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GEORGE R. KEMPTON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
KYSOR INDUSTRIAL CORPORATION
ONE MADISON AVENUE
P.O. BOX 1000
CADILLAC, MICHIGAN 49601-9785
(616) 779-2200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
TRACY T. LARSEN, ESQ.
WARNER NORCROSS & JUDD LLP
900 OLD KENT BUILDING
111 LYON STREET, NW
GRAND RAPIDS, MICHIGAN 49503-2489
(616) 752-2000
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Kysor Industrial Corporation, a Michigan corporation (the "Company"), hereby
amends and supplements its statement on Schedule 14D-9, filed with the
Securities and Exchange Commission on February 7, 1997, as previously amended
by an Amendment No. 1 filed February 14, 1997 with respect to the tender offer
by K Acquisition Corp., a Michigan corporation (the "Purchaser") and an
indirect wholly-owned subsidiary of Scotsman Industries, Inc., a Delaware
corporation ("Parent"), to purchase all outstanding Common Stock, par value
$1.00 per share, of the Company, including the associated common share
purchase rights (collectively, the "Common Shares") and all outstanding Series
A Convertible Voting Preferred Stock, stated value $24.375 per share (the
"Preferred Shares" and, together with the Common Shares, the "Shares"), of the
Company at a 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, and in the related Letter of Transmittal
(which together constitute the "Offer").
ITEM 3. IDENTITY AND BACKGROUND.
The introductory portion of the first paragraph on page 9 of the Company's
Schedule 14D-9 is hereby amended to state as follows:
Conditions to the Offer. Notwithstanding any other term of the Offer or
the Merger Agreement, the Purchaser shall not be required to accept for
payment or, subject to any applicable rules and regulations of the
Securities and Exchange Commission, including Rule 14e-l(c) under the
Exchange Act (relating to the Purchaser's obligation to pay for or return
tendered Shares after the termination or withdrawal of the Offer), to pay
for any Shares tendered pursuant to the Offer unless: (i) there has been
validly tendered and not withdrawn prior to the expiration of the Offer
such number of Shares that would constitute a majority of the outstanding
Shares at the expiration of the Offer (assuming the exercise of all options
to purchase Shares outstanding at the expiration of the Offer) (the
"Minimum Condition"); (ii) any waiting period under the HSR Act applicable
to the purchase of Shares pursuant to the Offer has expired or been
terminated; (iii) on or prior to the expiration of the Offer, the Company
and Kuhlman have consummated the transactions contemplated by the Asset
Purchase Agreement or Kuhlman has waived any conditions to consummate the
Asset Purchase Agreement, agreeing to consummate the transactions
contemplated thereby contemporaneously with or immediately following the
consummation of the Offer; and (iv) there has been validly tendered and not
withdrawn prior to the expiration of the Offer all outstanding Preferred
Shares, unless the Company has called all outstanding Preferred Shares for
redemption on a date that is not later than one business day after the
consummation of the Offer. Furthermore, notwithstanding any other term of
the Offer or the Merger Agreement, the Purchaser will not be required to
accept for payment or, subject as aforesaid, to pay for any Shares not
theretofore accepted for payment or paid for, and may terminate the Offer
if, at any time on or after the date of the Merger Agreement and before the
expiration of the Offer (or, in the case of conditions related to
regulatory matters, before the acceptance of such Shares for payment or the
payment therefor), any of the following conditions exists (other than as a
result of any action or inaction of Parent or any of its subsidiaries that
constitutes a breach of the Merger Agreement):
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SIGNATURE
AFTER REASONABLE 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.
Kysor Industrial Corporation
/s/ George R. Kempton
By: _________________________________
George R. Kempton
Chairman of the Board and
Chief Executive Officer
Dated: February 27, 1997
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