Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender Offer Statement 4 20K
2: EX-99.(A)(1)(A) Offer to Purchase Dated October 23, 2000 43 235K
3: EX-99.(A)(1)(B) Letter of Transmittal 12 55K
4: EX-99.(A)(1)(C) Form of Notice of Guaranteed Delivery 3 13K
5: EX-99.(A)(1)(D) Form Letter to Brokers Dealers Commercial 3 18K
Banks
6: EX-99.(A)(1)(E) Form Letter to Clients 3 17K
7: EX-99.(A)(1)(F) Guidelines for Certification of Taxpayer 4± 15K
Ident
8: EX-99.(A)(1)(H) Summary Advertisement as Published in Wall 4 24K
Street
9: EX-99.(D)(1) Agreement of Plan of Merger 48 234K
10: EX-99.(D)(2) Stockholder Agreement 13 48K
11: EX-99.(D)(3) Confidentiality Agreement 6 28K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Rule 14d-100
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Specialty Equipment Companies, Inc.
(Name of Subject Company (Issuer))
United Technologies Corporation
and
Solar Acquisition Corp.
(Names of Filing Persons (Offerors))
Common Stock, par value $.01 per share
(Title of Class of Securities)
847497203
(CUSIP Number of Class of Securities)
William H. Trachsel, Esq.
Senior Vice President, General Counsel and Secretary
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
(860) 728-7000
Copies to:
Christopher E. Austin, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$595,234,553.50 $119,047
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* The Transaction Value was calculated by multiplying $30.50, the per share
tender offer price, by 19,515,887, the total number of outstanding shares
sought in the offer. The filing fee, calculated in accordance with
Rule 0-11, is 1/50th of one percent of the aggregate Transaction Value.
[_]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
[Enlarge/Download Table]
Amount Previously Paid: ___________________ Filing Party: _____________________________
Form or Registration No.: _________________ Date Filed: _______________________________
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [_]
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This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
Solar Acquisition Corp., a Delaware corporation ("Solar") and a wholly owned
subsidiary of United Technologies Corporation, a Delaware corporation ("UTC").
This Schedule TO relates to the offer by Solar to purchase all outstanding
shares of common stock, par value $.01 per share (the "Shares"), of Specialty
Equipment Companies, Inc. (the "Company"), at a purchase price of $30.50 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated October 23, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with the
Offer to Purchase and any amendments or supplements hereto and thereto,
collectively constitute the "Offer"). The information set forth in the Offer
to Purchase and the related Letter of Transmittal is incorporated herein by
reference with respect to Items 1-9 and 11 of this Schedule TO. The Agreement
and Plan of Merger, dated as of October 13, 2000, among UTC, Solar and the
Company and the Stockholder Agreement, dated as of October 13, 2000, among
UTC, Solar and certain stockholders of the Company, copies of which are
attached as Exhibits (d)(1) and (d)(2) hereto, are incorporated herein by
reference with respect to Items 5 and 11 of this Schedule TO.
Item 10. Financial Statements.
Not applicable.
Item 12. Exhibits.
(a)(1)(A) Offer to Purchase, dated as of October 23, 2000
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9
(a)(1)(G) Text of Press Release issued by UTC on October 16, 2000
(incorporated by reference to the Schedule TO-C filed by UTC
and Solar on October 16, 2000)
(a)(1)(H) Summary Advertisement as published in the Wall Street Journal on
October 23, 2000
(b) Not applicable
(d)(1) Agreement and Plan of Merger, dated as of October 13, 2000,
among the Company, UTC and Solar
(d)(2) Stockholder Agreement, dated as of October 13, 2000, among
UTC, Solar and certain stockholders of the Company
(d)(3) Confidentiality and Standstill Agreement, dated as of August
14, 2000, between UTC and the Company
(g) Not applicable
(h) Not applicable
1
SIGNATURE
After due 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.
Dated: October 23, 2000
UNITED TECHNOLOGIES CORPORATION
/s/ Ari Bousbib
By: _________________________________
Name: Ari Bousbib
Title: Vice President
SOLAR ACQUISITION CORP.
/s/ Ari Bousbib
By: _________________________________
Name: Ari Bousbib
Title: President
2
INDEX TO EXHIBITS
[Download Table]
Exhibit
Number Description
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(a)(1)(A) Offer to Purchase, dated as of October 23, 2000
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(1)(G) Text of Press Release issued by UTC on October 16, 2000
(incorporated by reference to the Schedule TO-C filed by UTC and
Solar on October 16, 2000)
(a)(1)(H) Summary Advertisement as published in the Wall Street Journal on
October 23, 2000
(d)(1) Agreement and Plan of Merger, dated as of October 13, 2000, among
the Company, UTC and Solar
(d)(2) Stockholder Agreement, dated as of October 13, 2000, among UTC,
Solar and certain stockholders of the Company
(d)(3) Confidentiality and Standstill Agreement, dated as of August 14,
2000, between UTC and the Company
3
Dates Referenced Herein and Documents Incorporated by Reference
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