<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SCOTSMAN INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
SCOTSMAN INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
809340 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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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<PAGE>
The Solicitation/Recommendation Statement on Schedule 14D-9 originally
filed on July 9, 1999 and amended on July 15, 1999 and July 16, 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.
All capitalized terms used herein but not defined herein have the respective
meanings set forth in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
Exhibit 7. Letter from the Company to participants in the Kysor
Industrial Corporation Savings Plan and 401(k) Plan dated
July 20, 1999, and accompanying materials
Exhibit 8. Letter from the Company to participants in the Delfield
Company 401(k) Savings and Profit Sharing Plan, the
Retirement Savings Plan for Hourly Employees of Scotsman
Group, and the Scotsman Tax Reduction Investment Plan dated
July 20, 1999, and accompanying materials
</TABLE>
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<PAGE>
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 20, 1999
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<PAGE>
EXHIBIT 7
[Letterhead of Scotsman Industries, Inc.]
July 20, 1999
To: Participants in the Kysor Industrial Corporation
Savings Plan and 401(k) Plan
As you are aware, Berisford Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Welbilt Corporation, a Delaware
corporation, which is an indirect wholly owned subsidiary of Berisford plc, a
public limited company organized under the laws of England and Wales, has
commenced a tender offer to purchase all outstanding shares of common stock, par
value $0.10 per share, of Scotsman Industries, Inc. (the "Company") at $33.00
per share, net to the seller in cash (without interest). The tender offer
commenced July 9, 1999 and will expire on August 13, 1999, unless extended.
If you hold shares of the Company's common stock in your Savings Plan
or 401(k) Plan account, enclosed herewith are materials from Bankers Trust
Company (the holder of record of the common stock in the Savings Plan and 401(k)
Plan) regarding whether you wish to accept or reject the $33.00 offer. PLEASE
REVIEW THESE MATERIALS CAREFULLY AND RETURN THE INSTRUCTION PAGE TO BANKERS
TRUST COMPANY BY AUGUST 10, 1999.
Sincerely,
/S/ DONALD D. HOLMES
--------------------------------------
Donald D. Holmes
Vice President - Finance and Secretary
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SCOTSMAN INDUSTRIES, INC.
AT
$33.00 NET PER SHARE
BY
BERISFORD ACQUISITION CORPORATION,
A WHOLLY OWNED SUBSIDIARY OF
WELBILT CORPORATION,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
BERISFORD PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 13, 1999, UNLESS THE OFFER IS EXTENDED.
To: Participants in the Kysor Industrial Corporation July 20, 1999
Savings Plan and 401(k) Plan
Enclosed for your consideration are the Offer to Purchase dated July 9, 1999 and
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the"Offer") in connection with the
offer by Berisford Acquisition Corporation, a Delaware corporation ("Purchaser")
and a wholly owned subsidiary of Welbilt Corporation, a Delaware corporation
("Parent"), which is an indirect wholly owned subsidiary of Berisford plc, a
public limited company organized under the laws of England and Wales
("Berisford"), to purchase for cash all outstanding shares of common stock, par
value $0.10 per share (the "Shares"), of Scotsman Industries, Inc., a Delaware
corporation (the "Company"). We are the holder of record of Shares held for your
account as a participant in the Kysor Industrial Corporation Savings Plan or
401(k) Plan (the "Plans"). A tender of such Shares can be made only by us as the
holder of record and pursuant to your instructions. THE ENCLOSED LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of the
Shares held by us for your Plan account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $33.00 per Share, net to you in cash without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has, at a meeting duly called
and held, by a vote of all those present, (i) approved the Merger Agreement (as
defined in the Offer to Purchase) and the transactions contemplated thereby,
including the Offer and the Merger (each as defined in the Offer to Purchase),
(ii) determined that the Offer and the Merger are fair to, and in the best
interest of, the Company's stockholders and (iii) resolved to recommend that the
stockholders accept the Offer and tender their Shares pursuant to the Offer.
<PAGE>
4. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on August 13, 1999, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined in
the Offer to Purchase) that number of Shares which, when added to the Shares
beneficially owned by Parent or Purchaser (if any), represents at least a
majority of the Shares outstanding on a fully diluted basis on the date Shares
are accepted for payment. The Offer is also subject to the other conditions in
the Offer to Purchase. See Section 14 of the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
7. Shares in Plan accounts as to which we have not received
instructions from participants will not be tendered in the Offer.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of
any state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
If you wish to have us tender any or all of the Shares held in your
Plan account, please so instruct us by completing, executing and returning to us
the instruction form contained in this letter. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified on the reverse side of
this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED SO THAT THEY ARE RECEIVED BY
US NO LATER THAN 5:00 P.M. NEW YORK TIME, ON AUGUST 10, 1999 TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SCOTSMAN INDUSTRIES, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated July 9, 1999 and the related Letter of Transmittal in
connection with the Offer by Purchaser to purchase all outstanding shares of
common stock, par value $0.10 per share (the "Shares"), of Scotsman Industries,
Inc., a Delaware corporation.
This will instruct you to tender the number of Shares indicated below
(or if no number is indicated below, all Shares) held by you for the account of
the undersigned, upon the terms and subject to the conditions set forth in the
Offer.
NOTE: Shares in Plan accounts as to which we have not received
instructions will not be tendered in the Offer.
Number of Shares to be Tendered:(1)
______________________ Shares
(Please indicate the number of Shares you wish to tender from the Plan.)
Dated: _____________, 1999
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Signature(s)
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Print Name(s)
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Address(es)
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Area Code and Telephone Number
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Tax ID or Social Security Number
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(1) Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
<PAGE>
EXHIBIT 8
[Letterhead of Scotsman Industries, Inc.]
July 20, 1999
To: Participants in the Delfield Company 401(k) Savings and Profit Sharing
Plan, the Retirement Savings Plan for Hourly Employees of Scotsman
Group, and the Scotsman Tax Reduction Investment Plan (collectively,
the "Plans")
As you are aware, Berisford Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Welbilt Corporation, a Delaware
corporation, which is an indirect wholly owned subsidiary of Berisford plc, a
public limited company organized under the laws of England and Wales, has
commenced a tender offer to purchase all outstanding shares of common stock, par
value $0.10 per share, of Scotsman Industries, Inc. (the "Company") at $33.00
per share, net to the seller in cash (without interest). The tender offer
commenced July 9, 1999 and will expire on August 13, 1999, unless extended.
If you hold shares of the Company's common stock in your Plan account,
enclosed herewith are materials that you may use to instruct Putnam Fiduciary
Trust Company (the holder of record of the common stock in the Plans) regarding
whether to accept or reject the $33.00 offer. PLEASE REVIEW THESE MATERIALS
CAREFULLY AND RETURN THE INSTRUCTION PAGE TO HARRIS TRUST COMPANY OF NEW YORK BY
AUGUST 10, 1999.
Sincerely,
/S/ Donald D. Holmes
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Donald D. Holmes
Vice President - Finance and Secretary
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SCOTSMAN INDUSTRIES, INC.
AT
$33.00 NET PER SHARE
BY
BERISFORD ACQUISITION CORPORATION,
A WHOLLY OWNED SUBSIDIARY OF
WELBILT CORPORATION,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
BERISFORD PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 13, 1999, UNLESS THE OFFER IS EXTENDED.
July 20, 1999
To: Participants in the Delfield Company 401(k) Savings and Profit Sharing
Plan, the Retirement Savings Plan for Hourly Employees of Scotsman
Group, and the Scotsman Tax Reduction Investment Plan (collectively,
the "Plans")
Enclosed for your consideration are the Offer to Purchase dated July 9, 1999 and
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") in connection with the
offer by Berisford Acquisition Corporation, a Delaware corporation ("Purchaser")
and a wholly owned subsidiary of Welbilt Corporation, a Delaware corporation
("Parent"), which is an indirect wholly owned subsidiary of Berisford plc, a
public limited company organized under the laws of England and Wales
("Berisford"), to purchase for cash all outstanding shares of common stock, par
value $0.10 per share (the "Shares"), of Scotsman Industries, Inc., a Delaware
corporation (the "Company"). Putnam Fiduciary Trust Company ("PFTC") is the
holder of record of Shares held for your account as a participant in the
Delfield Company 401(k) Savings and Profit Sharing Plan, the Retirement Savings
Plan for Hourly Employees of Scotsman Group, and the Scotsman Tax Reduction
Investment Plan (collectively, the "Plans"). A tender of such Shares can be made
only by PFTC as the holder of record and pursuant to your instructions, which
are to be delivered to Harris Trust Company of New York for processing. THE
ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER SHARES HELD BY PFTC FOR YOUR ACCOUNT.
PFTC requests instructions as to whether you wish PFTC to tender any or all of
the Shares held by PFTC for your Plan account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $33.00 per Share, net to you in cash without
interest.
2. The Offer is being made for all outstanding Shares.
<PAGE>
3. The Board of Directors of the Company has, at a meeting duly called
and held, by a vote of all those present, (i) approved the Merger Agreement (as
defined in the Offer to Purchase) and the transactions contemplated thereby,
including the Offer and the Merger (each as defined in the Offer to Purchase),
(ii) determined that the Offer and the Merger are fair to, and in the best
interest of, the Company's stockholders and (iii) resolved to recommend that the
stockholders accept the Offer and tender their Shares pursuant to the Offer.
4. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on August 13, 1999, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined in
the Offer to Purchase) that number of Shares which, when added to the Shares
beneficially owned by Parent or Purchaser (if any), represents at least a
majority of the Shares outstanding on a fully diluted basis on the date Shares
are accepted for payment. The Offer is also subject to the other conditions in
the Offer to Purchase. See Section 14 of the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
7. Shares in Plan accounts as to which we have not received
instructions from participants will not be tendered in the Offer.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of
any state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
If you wish to have PFTC tender any or all of the Shares held in your
Plan account, please so instruct by completing, executing and mailing to Harris
Trust Company of New York the instruction form contained in this letter. An
envelope to mail your instructions is enclosed. If you authorize the tender of
your Shares, all such Shares will be tendered unless otherwise specified on the
reverse side of this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED SO THAT THEY
ARE RECEIVED BY HARRIS TRUST COMPANY OF NEW YORK NO LATER THAN 5:00 P.M. NEW
YORK TIME, ON AUGUST 10, 1999 TO PERMIT PFTC TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION OF THE OFFER.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SCOTSMAN INDUSTRIES, INC.
The undersigned acknowledge(s) receipt of the accompanying letter and
the enclosed Offer to Purchase dated July 9, 1999 and the related Letter of
Transmittal in connection with the Offer by Purchaser to purchase all
outstanding shares of common stock, par value $0.10 per share (the "Shares"), of
Scotsman Industries, Inc., a Delaware corporation.
This will instruct PFTC to tender the number of Shares indicated below
(or if no number is indicated below, all Shares) held by PFTC for the account of
the undersigned, upon the terms and subject to the conditions set forth in the
Offer.
NOTE: Shares in Plan accounts as to which PFTC has not received
instructions will not be tendered in the Offer.
Number of Shares to be Tendered:(2)
_________________ Shares
(Please indicate the number of Shares you wish to tender from the Plan.)
Dated: _____________, 1999
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Signature(s)
------------------------------
Print Name(s)
------------------------------
------------------------------
Address(es)
------------------------------
Area Code and Telephone Number
------------------------------
Tax ID or Social Security Number
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(2) Unless otherwise indicated, it will be assumed that all Shares held by PFTC
for your account are to be tendered.
