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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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 2. IDENTITY AND BACKGROUND.
The disclosure of the names of the directors of the Offeror under Item 2 of
Annex I to the Offer to Purchase is hereby amended by replacing the reference
to Richard M. Holden with a reference to William J. Rotenberry.
ITEM 10. ADDITIONAL INFORMATION.
(f) The introductory portion of the first paragraph of Section 15 ("Certain
Conditions to the Offeror's Obligations") of the Offer to Purchase is hereby
amended to read as follows:
Notwithstanding any other term of the Offer or the Merger Agreement, the
Offeror shall not be required to accept for payment or, subject to any
applicable rules and regulations of the Commission, including Rule 14e-l(c)
under the Exchange Act (relating to the Offeror'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 shall have
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 of the Company Capital Stock at the Expiration Date (assuming the
exercise of all options to purchase shares of the Company Capital Stock
outstanding at the Expiration Date), (ii) any waiting period under the HSR Act
applicable to the purchase of Shares pursuant to the Offer shall have expired
or been terminated, (iii) on or prior to the Expiration Date, the Company and
Kuhlman shall have consummated the transactions contemplated by the Asset
Purchase Agreement, or Kuhlman shall have 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 shall have been validly tendered and
not withdrawn prior to the expiration of the Offer all outstanding shares of
ESOP Preferred Stock, unless the Company shall have called all outstanding
shares of ESOP Preferred Stock 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
Offeror shall 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 Date (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 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 27, 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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