SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 2)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 2)
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
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CADE INDUSTRIES, INC.
(Name of Subject Company)
SPHERE CORPORATION
a wholly owned subsidiary of
UNITED TECHNOLOGIES CORPORATION
(Bidders)
Common Stock, Par Value $.001 Per Share
(including the associated rights to purchase common
stock)
(Title of Class of Securities)
127382-10-9
(CUSIP Number of Class of Securities)
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William H. Trachsel, Esq.
Senior Vice President, General Counsel and Secretary
United Technologies Corporation
One Financial Plaza
Hartford CT 06101
(860) 728-7000
(Name, Address and Telephone Number of Persons authorized to Receive Notices
and Communications on Behalf of Bidders)
Copies to:
Christopher E. Austin
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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<PAGE>
CUSIP No. 127382-10-9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
Sphere Corporation
2. Check the Appropriate Box if a member of a Group |_|
|_|
3. SEC Use Only
4. Sources of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) |_|
6. Citizenship or Place of Organization
Wisconsin
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,088,723*
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares |_|
9. Percent of Class Represented by Amount in Row (7)
Approximately 26.5%
10. Type of Reporting Person
CO
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* On October 21, 1999, Sphere Corporation ("Purchaser"), a wholly owned
subsidiary of United Technologies Corporation ("Parent"), entered into a
Shareholder Option Agreement with certain shareholders (the "Shareholders") of
Cade Industries, Inc., a Wisconsin corporation (the "Company"), who, in the
aggregate, own 6,088,723 shares of the common stock, par value $.001 per share,
of the Company, including the associated rights to purchase common stock (the
"Shares"). Pursuant to the Shareholder Option Agreement the Shareholders have
agreed to (i) tender in the Offer and not withdraw all the Shares owned by the
Shareholders, (ii) grant Purchaser an option to purchase their Shares at an
exercise price of $5.05 per Share (subject to adjustment in certain
circumstances) exercisable upon the occurrence of certain events specified in
the Shareholder Option Agreement and (iii) grant Purchaser the power to direct
the vote of the Shares and irrevocably grant to and appoint Purchaser proxy and
attorney in-fact to vote the Shares with respect to certain matters. The
Shareholder Option Agreement is described in Section 11 of the Offer to Purchase
dated as of October 21, 1999 filed as Exhibit (a)(1) to this Schedule 14D-1.
<PAGE>
CUSIP No. 127382-10-9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
United Technologies Corporation
2. Check the Appropriate Box if a member of a Group |_|
|_|
3. SEC Use Only
4. Sources of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) |_|
6. Citizenship or Place of Incorporation
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,088,723*
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares |_|
9. Percent of Class Represented by Amount in Row (7)
Approximately 26.5%
10. Type of Reporting Person
CO
- ---------
* On October 21, 1999, Sphere Corporation ("Purchaser"), a wholly owned
subsidiary of United Technologies Corporation ("Parent"), entered into a
Shareholder Option Agreement with certain shareholders (the "Shareholders") of
Cade Industries, Inc., a Wisconsin corporation (the "Company"), who, in the
aggregate, own 6,088,723 shares of the common stock, par value $.001 per share,
of the Company, including the associated rights to purchase common stock (the
"Shares"). Pursuant to the Shareholder Option Agreement the Shareholders have
agreed to (i) tender in the Offer and not withdraw all the Shares owned by the
Shareholders, (ii) grant Purchaser an option to purchase their Shares at an
exercise price of $5.05 per Share (subject to adjustment in certain
circumstances) exercisable upon the occurrence of certain events specified in
the Shareholder Option Agreement and (iii) grant Purchaser the power to direct
the vote of the Shares and irrevocably grant to and appoint Purchaser proxy and
attorney in-fact to vote the Shares with respect to certain matters. The
Shareholder Option Agreement is described in Section 11 of the Offer to Purchase
dated as of October 21, 1999 filed as Exhibit (a)(1) to this Schedule 14D-1.
Because Parent owns all of the capital stock of Purchaser, Parent may be deemed
to beneficially own the Shares subject to the Shareholder Option Agreement.
<PAGE>
This Amendment No. 2 amends and supplements the joint Tender Offer Statement on
Schedule 14D-1 (as amended and supplemented, the "Schedule 14D-1") filed with
the Securities and Exchange Commission on October 21, 1999 as previously amended
by Amendment No. 1 on November 4, 1999 by United Technologies Corporation, a
Delaware corporation ("Parent") and by Sphere Corporation, a Wisconsin
corporation ("Purchaser") and a wholly owned subsidiary of Parent, to purchase
all of the outstanding shares of common stock, par value $.001 per share (the
"Common Stock"), of Cade Industries, Inc., a Wisconsin corporation (the
"Company"), including the associated common stock purchase rights (the "Rights")
issued pursuant to the Rights Agreement (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. (formerly named Firstar Trust Company), as Rights
Agent (the Common Stock and the Rights together, the "Shares") at $5.05 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated as of October 21, 1999, and the
related Letter of Transmittal (which together constitute the "Offer").
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Offer to Purchase and the Schedule 14D-1.
This Amendment also constitutes an amendment to the Statement on Schedule 13D
with respect to the beneficial ownership of Shares which has previously been
filed by Parent and Purchaser.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by adding the following paragraph:
On November 22, 1999, Parent issued a press release announcing that the Offer
has been extended to 5:00 p.m., New York City time, on Friday, December 3, 1999.
Accordingly, the Expiration Date is 5:00 p.m., New York City time, on Friday,
December 3, 1999, unless further extended. The press release is filed as Exhibit
(a)(10) hereto and is hereby incorporated by reference.
<PAGE>
SIGNATURES
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: November 22, 1999
UNITED TECHNOLOGIES CORPORATION
By: /S/ WILLIAM H. TRACHSEL
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Name: William H. Trachsel
Title: Senior Vice President,
General Counsel and
Secretary
SPHERE CORPORATION
By: /S/ LAWRENCE V. MOWELL
----------------------
Name: Lawrence V. Mowell
Title:Secretary and Director
<PAGE>
EXHIBIT INDEX
The following item (a)(10) is hereby added to the Exhibit Index:
Exhibit Page
NUMBER EXHIBIT NAME NUMBER
- ------ ------------ ------
(a)(10) Text of Press Release issued by Parent
on November 22, 1999.
<PAGE>
Exhibit (a)(10)
Contact: Peter Dalpe/UTC FOR IMMEDIATE RELEASE
(860) 728-7912 http://www.utc.com
UTC ANNOUNCES THE EXTENSION OF TENDER OFFER
FOR SHARES OF CADE INDUSTRIES INC.
HARTFORD, Conn., and OKEMOS, Mich., Nov. 22, 1999 - United Technologies
Corp. (NYSE: UTX) and Sphere Corp., a wholly owned subsidiary of UTC, today
announced that the tender offer by Sphere for all outstanding shares of common
stock, par value $.001 per share, of Cade Industries Inc. (NASDAQ: CADE) has
been extended until 5:00 p.m., New York City time, on December 3, 1999.
Although shares in excess of the minimum tender amount were validly
tendered, Sphere elected to extend the offer in order to obtain as many shares
as possible pursuant to the offer. The offer was extended in accordance with
Sphere's merger agreement with Cade which permits Sphere to extend the offer for
up to ten business days if less than 90 percent of the outstanding shares have
been validly tendered and not withdrawn.
The tender offer previously was scheduled to expire at 12:00 midnight, New
York City time, on Friday, November 19, 1999. The depositary for the offer,
Citibank, N.A., has advised UTC and Sphere that approximately 18.3 million
shares, representing approximately 85 percent of Cade's outstanding shares, had
been tendered and not withdrawn as of 12:00 midnight, New York City time, on
Friday, November 19, 1999.
United Technologies Corp., based in Hartford, Conn., provides a broad range
of high technology products and support services to the building systems and
aerospace industries.
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