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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) and (b). Immediately following expiration of the Offer, the Offeror
accepted for payment (and thereby purchased) 6,372,673 Shares validly tendered
pursuant to the Offer and not properly withdrawn at or prior to the expiration
of the Offer, including 1,108,382 Shares tendered pursuant to guaranteed
delivery for which timely delivery of all required documents is necessary. The
6,372,673 Shares accepted for payment (and thereby purchased) by the Offeror
represent approximately 94% of the Shares outstanding on March 7, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(15) Press Release issued by Parent and the Company on March 10, 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.
Dated: March 10, 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
Treasurer and Assistant
Secretary
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FOR IMMEDIATE RELEASE
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Contacts:
Donald 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
COMPLETION OF TENDER OFFER
Vernon Hills, Illinois, March 10, 1997 -- Scotsman Industries, Inc.
(NYSE:SCT) and Kysor Industrial Corporation (NYSE:KZ) announced today that a
subsidiary of Scotsman has accepted shares tendered pursuant to a tender offer
for all outstanding shares of common stock and preferred stock of Kysor at a
purchase price of $43 per share.
Scotsman was advised over the weekend by First Chicago Trust Company of New
York, the depositary for the offer, that as of the expiration of the offer at
12:00 midnight (EST), on Friday, March 7, approximately 5.6 million shares of
Kysor common stock and .76 million shares of preferred stock were validly
tendered, which represent in the aggregate, approximately 94% of the outstanding
shares of Kysor. All conditions to the closing of the purchase of the shares
tendered pursuant to the offer have been satisfied or waived, including
conditions related to the sale of substantially all of the assets of Kysor's
Transportation Products Group to a subsidiary of Kuhlman Corporation, which sale
is expected to close today.
The tendered shares were accepted for payment by a Scotsman subsidiary as
of the expiration of the offer. It is expected that such Scotsman subsidiary
will be merged with and into Kysor with each share of Kysor not purchased in the
tender offer being converted into the right to receive $43 in cash. The merger
is expected to be completed on or about March 12, 1997. Scotsman and Kysor
signed a definitive agreement on February 2, whereby a subsidiary of Scotsman
would acquire all the outstanding shares of Kysor for a cash price of $43 per
share.
Scotsman Industries, Inc. is a leading international manufacturer of
refrigeration products -- ice machines, beverage dispensing systems, food
preparation and storage equipment and related products. Scotsman 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's Commercial Products Group produces
refrigerated display cases, commercial refrigeration systems and insulated
panels for the supermarket and food service industries.
