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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 8, 1997
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KYSOR INDUSTRIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 1-8973 38-1909000
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF ORGANIZATION)
ONE MADISON AVENUE 49601
P.O. BOX 1000 (ZIP CODE)
CADILLAC, MICHIGAN
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(616) 779-2200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE.)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 8, 1997, K Acquisition Corp. ("Purchaser"), a Michigan corporation
and an indirect wholly owned subsidiary of Scotsman Industries, Inc., a
Delaware corporation ("Scotsman"), consummated its cash tender offer (the
"Offer") for all outstanding shares of Common Stock, $1.00 par value, of Kysor
Industrial Corporation, a Michigan corporation ("Kysor"), including the
associated common share purchase rights issued pursuant to the Rights
Agreement, dated as of April 26, 1996, as amended, between Kysor and Harris
Trust and Savings Bank, as successor rights agent (collectively, the "Common
Stock"), and all outstanding shares of Series A Convertible Voting Preferred
Stock, $24.375 stated value per share together with the Common Stock, the
"Shares"). Pursuant to the Offer, Purchaser acquired 6,372,673 Shares, or
approximately 94% of the outstanding Shares. The Offer was made pursuant to
the Agreement and Plan of Merger, dated February 2, 1997, as amended (the
"Merger Agreement"), among Scotsman, Purchaser and Kysor.
As contemplated by the Merger Agreement, on March 12, 1997, Purchaser was
merged with and into Kysor (the "Merger"), with Kysor being the surviving
corporation and an indirect wholly owned subsidiary of Scotsman (the
"Surviving Corporation"). The Merger was effected pursuant to the "short-form"
merger provisions of Section 450.1711 of the Michigan Business Corporation
Act, as amended, without prior notice to, or any action by, any shareholder of
Kysor. At the effective time of the Merger, each share of Common Stock that
was issued and outstanding (other than shares of Common Stock owned by Kysor,
Scotsman, Purchaser or any of their respective subsidiaries, which shares were
automatically canceled and retired) was converted into the right to receive
from the Surviving Corporation $43.00 in cash, without interest thereon.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS:
(1)Agreement and Plan of Merger, dated as of February 2, 1997, among
Scotsman, Purchaser and Kysor. (Incorporated by reference from
Exhibit 1 to Kysor's Schedule 14D-9 filed by Kysor with the
Securities and Exchange Commission on February 7, 1997)
(2)First Amendment to Agreement and Plan of Merger, dated as of March
7, 1997, among Scotsman, Purchaser and Kysor.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
Kysor Industrial Corporation
/s/ Donald D. Holmes
By: _________________________________
Name: Donald D. Holmes
Title: Vice President--Treasurer
and Secretary
DATE: March 14, 1997
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EXHIBIT (2)
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 7, 1997
(this "First Amendment"), among SCOTSMAN INDUSTRIES, INC., a Delaware
corporation ("Parent"), K ACQUISITION CORP., a Michigan corporation and an
indirect wholly owned subsidiary of Parent ("Sub"), and KYSOR INDUSTRIAL
CORPORATION, a Michigan corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, Parent, Sub and the Company have entered into the Agreement and
Plan of Merger, dated as of February 2, 1997 (the "Merger Agreement"), providing
for the merger of Sub and the Company upon the terms and subject to the
conditions contained therein; and
WHEREAS, Parent, Sub and the Company desire to amend the Merger Agreement
in certain respects in accordance with Section 9.3 thereof.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the parties hereto agree as follows:
1. Section 2.5(a) of the Merger Agreement is hereby amended by deleting the
reference therein to "Sub" and substituting therefor a reference to "the
Company".
2. The Merger Agreement, as amended by this First Amendment, shall remain
in full force and effect in accordance with its terms. This First Amendment may
be executed in one or more counterparts.
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First
Amendment to be signed by their respective officers thereunto duly authorized
all as of the date first written above.
SCOTSMAN INDUSTRIES, INC.
By: /s/ Donald D. Holmes
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Name: Donald D. Holmes
Title: Vice President-Finance
and Secretary
Attest:
/s/ Richard C. Osborne
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Name: Richard C. Osborne
Title: Chairman, President
and Chief Executive Officer
K ACQUISITION CORP.
By: /s/ Donald D. Holmes
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Name: Donald D. Holmes
Title: Vice President-Finance
and Secretary
Attest:
/s/ Richard C. Osborne
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Name: Richard C. Osborne
Title: Chairman, President
and Chief Executive Officer
KYSOR INDUSTRIAL CORPORATION
By: /s/ George R. Kempton
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Name: George R. Kempton
Title: Chairman and
Chief Executive Officer
Attest:
/s/ David W. Crooks
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Name: David W. Crooks
Title: Vice President, General Counsel
and Secretary
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