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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-9
(Amendment No. 7)
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
(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 originally
filed on July 9, 1999, as amended on July 15, 1999, July 16, 1999, July 20,
1999, July 23, 1999, July 27, 1999 and August 3, 1999 (as amended, the "Schedule
14D-9"), 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, is hereby amended. 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 August 6, 1999, a representative of a company engaged in the food
equipment industry (the "Third Company") contacted a representative of Morgan
Stanley to express an interest in a particular business unit of the Company.
The representative of the Third Company indicated that the Third Company had
reviewed the Company's Schedule 14D-9 and was interested in entering into
discussions with the First Company and the Second Company regarding
participating in a joint proposal to acquire the Company, in which the Third
Company would acquire that business unit. In the afternoon of August 6, 1999,
the Company and the Third Company entered into a confidentiality and
standstill agreement which permits the Third Company to enter into such
discussions with the First Company and the Second Company.
Separately on August 6, 1999, a representative of the Second Company
contacted a representative of Morgan Stanley. The representative of the
Second Company advised the representative of Morgan Stanley that, although
the Second Company had not completed its analysis, the Second Company was
unlikely to submit a superior proposal to the Offer.
There can be no assurance that the First Company, the Second Company or the
Third Company, acting either individually or 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: August 9, 1999
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