Cade Molly F – ‘SC 13D’ on 12/22/99 re: Cade Industries Inc

On:  Wednesday, 12/22/99   ·   Accession #:  898531-99-386   ·   File #:  5-35511

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5±    22K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 3) 

Cade Industries, Inc. 
(Name of Issuer)

Common Stock,$.001 par value
(Title of Class of Securities)

127382-10-9 
(CUSIP Number)

Molly F. Cade 
c/o Cade Industries, Inc. 
Suite 120 
2365 Woodlake Drive 
Okemos, Michigan 48864
517-347-1333
(Name, Address and Telephone Number of Person Authorized to 
Receive Notices and Communications) 

With a copy to: 
Conrad G. Goodkind, Esq.
Quarles & Brady LLP 
411 East Wisconsin Avenue 
Milwaukee, Wisconsin  53202 
(414) 277-5000

December 6, 1999

(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to  report
the acquisition which is the  subject of this Schedule  13D, and is filing  this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].       

  SCHEDULE 13D

1.   Name of Reporting Person                                                   
S.S. or I.R.S. Identification No. of Above Person                     
Molly F. Cade                                               
484-66-2180                                                 

2.   Check the Appropriate Box if a Member of a Group                           
(a)  [ ]       (b)  [ ]                                     

3.   SEC Use Only                                                               

4.   Source of funds                                                            
PF                                                          

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to  Items
2(d) or 2(e)                                                          
[ ]                                                         

6.   Citizenship or Place of Organization                                       
United States                                               

Number of Shares Beneficially Owned by Each Reporting Person With:    

7.   Sole Voting Power                                                          
          50,000 (includes  50,000  shares  which may  be  acquired  by  options
exercisable currently or within 60 days)                    

8.   Shared Voting Power                                                        
-0-                                                         

9.   Sole Dispositive Power                                                     
          50,000 (includes  50,000  shares  which may  be  acquired  by  options
exercisable currently or within 60 days)                    

10.  Shared Dispositive Power                                                   
-0-                                                         

11.  Aggregate Amount Beneficially Owned by Each Reporting Person               
          50,000 (includes  50,000  shares  which may  be  acquired  by  options
exercisable currently or within 60 days)                    

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares      
[ ]                                                         

13.  Percent of Class Represented by Amount in Row (11)                         
.2%                                                         

14.  Type of Reporting Person                                                   
IN                                                          

ITEM 1.  SECURITY AND ISSUER.                                                   

Name of Issuer and Address of Principal Executive Offices:                      

Cade Industries, Inc.                                       
2365 Woodlake Drive, Suite 120                              
Okemos, Michigan 48864                                      

Title of Security to which this statement relates:                              

Common Stock, $.001 par value ("Common Stock")              

ITEM 2.  IDENTITY AND BACKGROUND.                                               

(a)-(c).  This Amendment No. 3  to Schedule 13D is filed  on behalf of Molly  F.
Cade, an individual  with a business  office c/o Cade  Industries, Inc. at  2365
Woodlake Drive, Suite 120, Okemos, Michigan 48864.  Until December 6, 1999,  Ms.
Cade was  a  director of  Cade  Industries, Inc.  and  is an  educator  for  St.
Michael's School.                                                               

(d) and (e).  During the last five years Ms. Cade has not (i) been convicted  in
a criminal proceeding (excluding traffic violations or similar misdemeanors)  or
(ii) been a party to a civil proceeding of a judicial or administrative body  of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining  future violations of, or  prohibiting
or mandating activities subject to, federal or state securities laws or  finding
any violation with respect to such laws.                                        

(f).  Ms. Cade is a citizen of the United States.                               

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

Not Applicable.                                                                 

ITEM 4.  PURPOSE OF THE TRANSACTION.                                            

Cade Industries,  Inc.  (the  "Company"),  United  Technologies  Corporation,  a
Delaware corporation ("Parent") and Sphere Corporation, a Wisconsin  corporation
("Purchaser"), entered  into  an  Agreement and  Plan  of  Merger  (the  "Merger
Agreement"), dated as of  October 21, 1999.   Pursuant to the Merger  Agreement,
the Purchaser offered to purchase all of the outstanding shares of Common  Stock
of the  Company, including  the associated  common  stock purchase  rights  (the
"Rights"), issued pursuant to the Rights Agreement, dated as of August 4,  1998,
as amended  as  of  October 21,  1999,  between  the Company  and  Firstar  Bank
Milwaukee, N.A., as Rights Agent (the  Common Stock and the Rights are  referred
to herein as the "Shares") at  $5.05 per Share, net to  the seller in cash  (the
"Offer"). The Offer was consummated on December 6, 1999 and Ms. Cade sold all of
her  shares  described in  prior filing  and holds  options to  purchase  50,000
Shares.  Following  the completion  of the Offer and  the satisfaction or waiver
of  certain  conditions, Purchaser  will be  merged with  and  into the  Company
and  the  Company  will  be the  surviving  corporation, unless  Parent  elects,
in  its  sole  discretion, to cause  the Company  to merge  into Purchaser  with
Purchaser  continuing  as  the surviving  corporation  (the  "Merger").  On  the
effective  date  of  the Merger,  each  outstanding  Share  (other  than  Shares
owned  by  Parent, Purchaser  or  any  subsidiary of  Parent, Purchaser  or  the
Company  or held  in the  treasury of  the Company or  held by  shareholders who
properly exercise  dissenters'  rights,  if any), will by  virtue of  the Merger
and  without action by  the holder thereof  be canceled  and converted  into the
right  to receive  an amount in cash equal to  the per Share price paid pursuant
to the Offer.                                                                   

Ms.  Cade  and  each  of  the  other  Shareholders  have  granted  Purchaser  an
irrevocable option to purchase all Shares owned by such Shareholder (the "Option
Shares") at $5.05 per Share, exercisable at any  time in whole or in part  after
(i) the occurrence of any event as a result  of which the Parent is entitled  to
receive a termination fee  under the Merger Agreement  or (ii) such  shareholder
shall have breached  certain specified agreements  contained in the  Shareholder
Option Agreement.  Each such  option is exercisable until  the later of (i)  the
date that is 90 days after the date such option became exercisable and (ii)  the
date that is ten  days after the date  that all waiting  periods under the  Hart
Scott Rodino Antitrust Improvements Act of  1976, as amended, or any  non-United
States competition or antitrust laws which  Purchaser, in  its sole  discretion,
determines are required  for the purchase  of such Shares  have expired or  been
terminated.  In the event that  any person (other than  Purchaser or any of  its
affiliates or any Shareholder or any  of its affiliates) acquires a majority  of
the outstanding  Shares, prior  to the  termination  of the  Shareholder  Option
Agreement, in a tender offer or exchange offer  by such person to acquire, or  a
merger involving the acquisition of, all  outstanding Shares at a  consideration
per Share in excess of $5.05, the exercise price for the Option Shares shall  be
increased by 50% of the amount of such excess.  If an option has been  exercised
and the Option Shares acquired from a Shareholder by Purchaser prior to such  an
acquisition, Purchaser shall, within ten days  following such date, pay to  such
Shareholder an amount in cash equal to  the amount of such excess multiplied  by
the number of  such Option  Shares.    If the  consideration in  such tender  or
exchange offer or merger includes securities, such securities shall be deemed to
have a value equal to the  amount that would actually  have been received in  an
orderly sale of such securities commencing  on the first business day  following
actual receipt  of such  securities, in  the written  opinion of  an  investment
banking firm  of  national  reputation  selected  by  Purchaser  and  reasonably
satisfactory to the Shareholder.                                                

Ms. Cade and each of the other Shareholders have agreed that, except as provided
by the Merger Agreement and the  Shareholder Option Agreement, such  shareholder
will not (i) offer to transfer, transfer or consent to any transfer, (ii)  enter
into any contract, option  or other agreement or  understanding with respect  to
any transfer, (iii) grant any proxy, power-of-attorney or other authorization or
(iv)  deposit  into  a  voting  trust  or  enter  into  a  voting  agreement  or
arrangement, each with respect to any  or all Shares beneficially owned by  such
Shareholder.                                                                    

Ms. Cade  has waived  any rights  of appraisal  or rights  to dissent  from  the
Merger.                                                                         

The Shareholder Option Agreement with respect to Ms. Cade and each of the  other
Shareholders shall terminate upon the earliest of (i) the effective time of  the
Merger, (ii) April 30, 2000 or, if the Option is exercisable at April 30,  2000,
such later  date  as  the Option  shall  no  longer be  exercisable,  and  (iii)
termination of  the Merger  Agreement, unless  either (A)  Parent is  or may  be
entitled to receive a termination fee under the Merger Agreement following  such
termination or  (B) prior  to such  termination  such Shareholder  has  breached
certain specified agreements contained in the Shareholder Option Agreement.     

The Shareholder Option Agreement is incorporated herein by reference to  Exhibit
(c)(2) of  Schedule  14D-9 as  filed  by the  Company  with the  Securities  and
Exchange Commission on  October 21, 1999.   The description  of the  Shareholder
Option Agreement  set  forth herein  does  not purport  to  be complete  and  is
qualified in its entirety by the provision of the actual agreement.             

Except pursuant to the terms of  the Shareholder Option Agreement  (incorporated
by reference herein) and as set forth herein, Ms. Cade has no plans or proposals
which would  result in  the  acquisition or  disposition  of securities  of  the
Company or a transaction of the type described in Items 4(a)-(j).               

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

(a) and (b).     As reported in  the original  Schedule 13D,  Ms. Cade  acquired
shares of Common Stock as a result of the death  of her husband in 1986.   After
the transactions described in Item 4, Ms. Cade holds directly, with sole  voting
and dispositive power,  0 shares  of Common  Stock and  has options  exercisable
currently or within 60 days for 50,000 shares of Common Stock.                  

(c).  Except for the execution and delivery of the Shareholder Option Agreement,
there have been no transactions by Ms.  Cade with respect to the Company  Common
Stock during the 60 days preceding the date of this Schedule 13D.               

(d).  Not Applicable.                                                           

(e).  Not Applicable.                                                           

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH  RESPECT
TO SECURITIES OF THE ISSUER.                                

Except for the Shareholder Option Agreement  (described in Item 4 above),  which
is incorporated  by reference  in this  Amendment  No. 3  to Schedule  13D,  and
agreements  referred  to   or  contained  therein,   there  are  no   contracts,
arrangements, understandings or  relationships between  Ms. Cade  and any  other
person with respect to any securities of Cade Industries, Inc.                  

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

Exhibit 1   Shareholder Option  Agreement, incorporated herein  by reference  to
            the  Shareholder  Option  Agreement  filed  as  exhibit  (c)(2)   of
            Schedule  14D-9 as  filed by  the Company  with the  Securities  and
Exchange Commission on October 21, 1999.                

     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
accurate.                                                                       

December 21, 1999                                                               

MOLLY F. CADE   

 /s/ Molly F. Cade
                               -----------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
		4/30/00
Filed on:		12/22/99
		12/21/99
		12/6/99		8-K,  SC 14D1/A
		10/21/99		3,  SC 13D,  SC 14D1,  SC 14D9
		8/4/98		8-K
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