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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 4)
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)
_______________________
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 and July
20, 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 July 22, 1999, Berisford informed the Company that the shareholders
of Berisford had approved the acquisition of the Company by Parent.
At a telephonic meeting of the Company's Board of Directors on the
morning of July 23, 1999 management and advisors to the Company updated the
Board on further contacts with the First Company and the Second Company.
Representatives of Morgan Stanley reported that the First Company had
received financial information with respect to the Company on July 19, 1999
but as of the time of the telephonic meeting had not given any indication of
value. Counsel for the Company updated the Board with respect to the
negotiation of a confidentiality and standstill agreement with the Second
Company. Counsel informed the Board of the Second Company's demand (which the
Second Company characterized on July 22, 1999 as its final position) that the
agreement include provisions that would allow the Second Company to engage in
discussions with and reach an agreement with Berisford. The Company believes
that the purpose of such discussions and agreement would be to allow the
Second Company to acquire a portion of the Company from Berisford and that
the effect of such an agreement would be to remove the Second Company (acting
alone or with another party) as a competitive bidder. The Board determined
that it would not be in the best interests of the Company and its
shareholders to enter into a confidentiality and standstill agreement with
the Second Company in the form requested by it because the likely outcome of
that action would not be a proposal which was in competition with the Offer.
On July 23, 1999 counsel sent a letter to counsel to the Second Company
informing it of the Board's determination, but reaffirming the Company's
willingness to provide information to the Second Company for the purpose of
allowing the Second Company to develop a proposal superior to the Offer.
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 23, 1999
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