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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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SCOTSMAN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-10182 36-3635892
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF ORGANIZATION)
775 CORPORATE WOODS PARKWAY 60061
VERNON HILLS, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(847) 215-4500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE.)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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 (the "ESOP Preferred Stock" and,
together with the Common Stock, the "Shares"). On March 11, 1997, Old Kent
Bank, the trustee (the "Trustee") under the Kysor Industrial Corporation
Employee Stock Ownership Trust (the "Trust") and the holder of record of all
outstanding shares of ESOP Preferred Stock, converted 28,724.1221 shares of
ESOP Preferred Stock into an equal number of shares of Common Stock. The
28,724.1221 shares of ESOP Preferred Stock represented all outstanding shares
of ESOP Preferred Stock that the Trustee had not tendered on behalf of the
participants under the Trust pursuant to the Offer. Pursuant to the Offer,
Purchaser acquired 6,372,673 Shares, or approximately 94% of the outstanding
Shares. All Shares validly tendered and not withdrawn before expiration of the
Offer at 12:00 midnight, New York City time, on March 7, 1997, were accepted
for payment, including 1,108,382 Shares tendered pursuant to guaranteed
delivery procedures. 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. A copy of the press release of Scotsman
announcing the acquisition of the Shares is filed as Exhibit (c)(2) to this
Form 8-K.
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 (the
"Merger Consideration"). Scotsman promptly will cause notice of the Merger to
be mailed to each person who held Shares that were not tendered pursuant to
the Offer, which notice will contain documentation pursuant to which such
person may obtain the Merger Consideration.
Purchaser's payment of approximately $274 million for the aggregate purchase
price of the Shares purchased by Purchaser in the Offer was funded with an
advance to Purchaser by Scotsman Group Inc., a Delaware corporation and the
sole shareholder of Purchaser ("Scotsman Group"). Scotsman Group derived the
funds necessary for such advance from borrowings under a new credit facility
with a syndicate of banks and The First National Bank of Chicago, as agent.
Kysor is a leading international manufacturer through its Commercial
Products Group of refrigerated display cases, commercial refrigeration systems
and insulated panels for the supermarket industry. As contemplated by the
Merger Agreement, on March 10, 1997, Kysor sold to Transpro Group, Inc., a
Delaware corporation ("Transpro"), and Kuhlman Corporation, a Delaware
corporation and the indirect parent of Transpro, substantially all of the
assets of Kysor's Transportation Products Group for a purchase price of $86
million in cash, and Transpro assumed, with limited exceptions, the
liabilities related to such assets. Kysor's Transportation Products Group
produces components for the medium and heavy-duty commercial vehicle market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Kysor will be filed by amendment as soon as
practicable and in any event not later than 60 days after the date upon
which this Form 8-K is required to be filed.
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(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information will be filed by amendment as soon as
practicable and in any event not later than 60 days after the date upon
which this Form 8-K is required to be filed.
(c) EXHIBITS:
(1)Agreement and Plan of Merger, dated as of February 2, 1997, among
Scotsman, Purchaser and Kysor. (Incorporated by reference from
Exhibit (c)(1) to Scotsman's Tender Offer Statement on
Schedule 14D-1 filed by Scotsman with the Securities and
Exchange Commission ("SEC") on February 7, 1997 (the "Schedule
14D-1"))
(2)First Amendment to Agreement and Plan of Merger, dated as of March
7, 1997, among Scotsman, Purchaser and Kysor.
(3)Press release of Scotsman dated March 10, 1997. (Incorporated by
reference from Exhibit (a)(15) to Amendment No. 5 to the
Schedule 14D-1 filed by Scotsman with the SEC on March 10,
1997)
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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.
Scotsman Industries, Inc.
/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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