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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
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
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(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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The Solicitation/Recommendation Statement on Schedule 14D-9 originally
filed on July 9, 1999 and amended on July 15, 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 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:
At a telephone meeting of the Company's Board of Directors on July 16,
1999, the Board reviewed the current status of the inquiries received from
the First Company and the Second Company. The Board noted that at such time
neither the First Company nor the Second Company had made an offer to acquire
the Company, but that the Merger Agreement could nevertheless be read, in
effect, to require the Board to take a position with respect to such
inquiries. Accordingly, the Board on July 16 determined (based upon the
absence of an offer at such time from either the First Company or the Second
Company) to recommend against a transaction with the First Company and/or the
Second Company. When and if an offer is made by the First Company and/or the
Second Company, the Board of Directors will assess it and determine what, if
any, position it will take with respect thereto. The Board's July 16
determination in no way modifies or changes the Board's current approval and
recommendation of the Offer.
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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 16, 1999
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