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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________________
SCOTSMAN INDUSTRIES, INC.
(Name of Subject Company)
SCOTSMAN INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
_______________________
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
809340 10 2
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(CUSIP Number of Class of Securities)
_______________________
DONALD D. HOLMES
VICE PRESIDENT-FINANCE
820 FOREST EDGE DRIVE
VERNON HILLS, ILLINOIS 60061
(847) 215-4500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
THOMAS A. COLE
STEVEN SUTHERLAND
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
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The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") originally filed on July 9, 1999, by Scotsman Industries, Inc., a
Delaware corporation (the "Company"), related to an offer by Berisford
Acquisition Corporation (the "Offeror"), a Delaware corporation and a wholly
owned subsidiary of Welbilt Corporation, a Delaware corporation ("Parent"),
which is indirectly wholly owned by Berisford plc, a public limited company
organized under the laws of England and Wales ("Berisford"), to purchase all
outstanding shares of common stock, par value $0.10 per share ("Shares"), of the
Company. All capitalized terms used herein but not defined herein have the
respective meanings set forth in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
The response to Item 3 is hereby amended by adding the following after the
final paragraph of Section (b)(2), Certain Background Information, of Item 3 of
the Schedule 14D-9:
On July 9, 1999 a representative of a financial advisor to the First
Company left a message for a representative of Morgan Stanley expressing the
further interest of the First Company in an acquisition of the Company and
requesting that the First Company have access to information and perform due
diligence with respect to the Company. The message also indicated that the
First Company had a strategic partner and was interested in making a superior
proposal to the Offer.
At a telephonic meeting of the Company's Board of Directors on July
12, 1999, management and Morgan Stanley updated the Board on the further contact
from the First Company. Counsel for the Company reviewed with the Board certain
relevant provisions of the Merger Agreement and the fiduciary duties of the
Board. The Board determined that it would be required consistent with the
Board's fiduciary responsibilities to the Company's stockholders under
applicable law to furnish to the First Company information with respect to the
Company pursuant to a confidentiality agreement and to participate in
negotiations with the First Company and authorized management and its advisors
to do so.
Later on July 12, 1999 a representative of Morgan Stanley contacted a
representative of the First Company to obtain further information with respect
to the First Company's proposal. The representative of the First Company
advised the representative of Morgan Stanley that the First Company was having
discussions with possible strategic partners, including the Second Company. The
representative of Morgan Stanley advised the representative of the First Company
of the Board's authorization.
On July 13, 1999 counsel to the Company provided to the First Company
a form of confidentiality and standstill agreement.
On July 14, 1999 a representative of a financial advisor to the Second
Company contacted a representative of Morgan Stanley and expressed the further
interest of the Second Company in an acquisition of the Company and requested
that the Second Company have access to information and perform due diligence
with respect to the Company, to determine whether the Second Company would make
a superior proposal to the Offer. The representative of the Second Company
confirmed that it had discussions with the First Company but that they had
reached no agreement with respect to a possible strategic partner arrangement.
At a telephonic meeting of the Company's Board of Directors on July
15, 1999, management and Morgan Stanley updated the Board on the further contact
from the Second Company. Counsel for the Company reviewed with the Board
certain relevant provisions of the Merger
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Agreement and the fiduciary duties of the Board. The Board determined that
it would be required consistent with the Board's fiduciary responsibilities
to the Company's stockholders under applicable law to furnish to the Second
Company information with respect to the Company pursuant to a confidentiality
agreement and to participate in negotiations with the Second Company, and
authorized management and its advisors to do so.
Later on July 15, 1999 a representative of Morgan Stanley advised a
representative of the financial advisor to the Second Company of the Board's
authorization and counsel to the Company provided to the Second Company a form
of confidentiality and standstill agreement.
On July 15, 1999 the Company and the First Company entered into a
confidentiality and standstill agreement. As of the filing of this amendment,
the Company has not entered into a confidentiality and standstill agreement with
the Second Company, but it is anticipated that such an agreement will be
executed and that each of the First Company and the Second Company will commence
due diligence promptly. There can be no assurance that either the First Company
or the Second Company or both acting jointly will make any proposal or that, if
made, any such proposal would be deemed superior to the Offer and the Merger.
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SIGNATURE
After reasonable 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.
By: /s/ Richard C. Osborne
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Name: Richard C. Osborne
Title: Chairman of the Board, President
and Chief Executive Officer
Dated: July 15, 1999
