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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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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)
RICHARD C. OSBORNE
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
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.
(f) As contemplated by the condition to the Offeror's obligations described
in clause (iv) of the introductory portion of the first paragraph of Section
15 ("Certain Conditions to the Offeror's Obligations") (the "ESOP Condition"),
on February 7, 1997, the Company gave notice to the ESOP Trustee of its
intention to redeem all outstanding shares of ESOP Preferred Stock as of a
date one business day following the date that the Offeror consummates the
Offer (the "Redemption Date"). The Certificate of Designations, Rights and
Preferences for the ESOP Preferred Stock provides that shares of ESOP
Preferred Stock may be converted into shares of Common Stock no later than two
business days prior to the Redemption Date. Parent and the Company have agreed
to allow the Redemption Date to be extended to a date four business days
following the consummation of the Offer in order for the ESOP Trustee to have
sufficient time to determine whether to convert into Common Stock any shares
of ESOP Preferred Stock that have not been tendered. In light of these
arrangements, Parent and the Offeror have waived the ESOP Condition, subject
only to there being no further change to the Redemption Date.
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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.
Dated: March 6, 1997 SCOTSMAN INDUSTRIES, INC.
/s/ William J. Rotenberry
By: _________________________________
Name: William J. Rotenberry
Title: Vice President--Business
Development
K ACQUISITION CORP.
/s/ William J. Rotenberry
By: _________________________________
Name:William J. Rotenberry
Title: Vice President--Assistant
Secretary and Assistant
Treasurer
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