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Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Specialty Equipment Companies, Inc.
at
$30.50 Net Per Share
by
Solar Acquisition Corp.
a wholly owned subsidiary of
United Technologies Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, NOVEMBER 20, 2000, UNLESS THE OFFER IS EXTENDED.
October 23, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by Solar Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of United Technologies
Corporation, a Delaware corporation ("Parent"), to act as Information Agent in
connection with its offer to purchase all of the outstanding shares of common
stock, par value $.01 per share, of Specialty Equipment Companies, Inc., a
Delaware corporation (the "Company", and such stock, the "Shares"), at $30.50
per Share, net to the seller in cash (the "Offer Price"), without interest,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 23, 2000 (the "Offer to Purchase"), of Purchaser and
in the related Letter of Transmittal (which, as amended or supplemented from
time to time, together constitute the "Offer"). Please furnish copies of the
enclosed materials to those of your clients for whom you hold Shares
registered in your name or in the name of your nominee.
The Offer is conditioned upon, among other things, (a) there having been
validly tendered and not properly withdrawn prior to the expiration of the
Offer that number of Shares which, when aggregated with any Shares then
beneficially owned by Parent (excluding Shares held by an employee benefit
plan), represents at least a majority of all of the issued and outstanding
Shares on a fully diluted basis, assuming the exercise of all outstanding
Company stock options, and (b) the expiration or termination of any waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the expiration or termination of any waiting period and the
receipt of any required approvals under any foreign antitrust and competition
laws or regulations applicable to the purchase of Shares pursuant to the Offer
or the Merger. Certain other conditions to the Offer are described in Section
13 of the Offer to Purchase.
Enclosed herewith are the following documents:
1. Offer to Purchase, dated October 23, 2000;
2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer;
3. Notice of Guaranteed Delivery;
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;
5. Letter to stockholders of the Company from the President and Chief
Executive Officer of the Company, accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9;
6. Notice to stockholders of the Company from the Executive Vice
President and Secretary of the Company, accompanied by a Proxy Statement on
Schedule 14A;
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7. A printed form of a letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer; and
8. Return envelope addressed to LaSalle Bank National Association, the
Depositary.
The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of October 13, 2000, among the Company, Parent
and Purchaser, pursuant to which, after 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 (the
"Merger") and each issued and 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 stockholders who properly
exercise appraisal rights under the Delaware General Corporation Law, if any)
will, by virtue of the Merger and without any action on the part of Purchaser,
the Company or the holder thereof, be canceled and converted into the right to
receive an amount in cash, without interest, equal to the Offer Price, upon
surrender of the certificate representing such Share. The Merger Agreement is
more fully described in the Offer to Purchase.
The Board of Directors of the Company has unanimously approved the Merger
Agreement, the Offer and the Merger, determined that the Offer and the Merger
are advisable and fair to and in the best interest of the holders of Shares
and unanimously recommends that stockholders accept the Offer, tender their
Shares pursuant to the Offer and approve the Merger.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will be deemed to have accepted for payment, and will
pay for, all Shares validly tendered and not properly withdrawn as soon as
practicable after the Expiration Date (as defined in the Offer to Purchase),
if and when Purchaser gives oral or written notice to the Depositary of
Purchaser's acceptance of the tenders of such Shares for payment pursuant to
the Offer. Purchaser expressly reserves the right, subject to applicable rules
of the Securities and Exchange Commission, to delay acceptance for payment of,
or payment for, Shares in order to comply, in whole or in part, with any
applicable law. Payment for Shares accepted for payment pursuant to the Offer
will be made by deposit of the purchase price therefor with the Depositary,
which will act as agent for the tendering stockholders for the purpose of
receiving payments from Purchaser and transmitted such payments to the
tendering stockholders. Under no circumstances will interest be paid on the
purchase price for Shares, regardless of any extension of the Offer or any
delay in making payment pursuant to the Offer.
In all cases, payment for shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (a)
certificates for such Shares (or a Book-Entry Confirmation (as defined in the
Offer to Purchase) with respect to such Shares), (b) a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees (or, in the case of a book-entry transfer effected
pursuant to the procedure set forth in Section 3 of the Offer to Purchase, an
Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal) and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering stockholders may be paid at different
times depending upon when certificates for Shares or Book-Entry Confirmations
with respect to Shares are actually received by the Depositary.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of Purchaser by one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction. An envelope in
which to return your instructions to us is enclosed. If you authorize tender
of your Shares, all such Shares will be tendered unless otherwise indicated in
such instruction form. Please forward your instructions to us as soon as
possible to allow us ample time to tender Shares on your behalf prior to the
expiration of the Offer.
In order to tender Shares pursuant to the Offer, a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message (in the case of any book-entry
transfer), and any other documents required by the Letter of Transmittal,
should be sent to the Depositary, and either certificates representing the
tendered Shares should be delivered or such Shares must be delivered to the
Depositary pursuant to the procedures for book-entry transfers, all in
accordance with the instructions set forth in the Letter of Transmittal and
the Offer to Purchase.
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Neither Parent nor Purchaser will pay any fees or commissions to any broker
or dealer or other person (other than the Information Agent and the Depositary
as described in the Offer to Purchase) in connection with the solicitation of
tenders of Shares pursuant to the Offer. You will be reimbursed upon request
for customary mailing and handling expenses incurred by you in forwarding the
enclosed offering materials to your clients.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. The Offer and withdrawal rights will expire at 12:00
midnight, New York City time, on Monday, November 20, 2000, unless the Offer
is extended.
Any inquiries you may have with respect to the Offer may be addressed to the
undersigned at the address and telephone numbers set forth on the back cover
page of the Offer to Purchase. Additional copies of enclosed materials may be
obtained from the Information Agent and will be furnished at Purchaser's
expense.
Very truly yours,
Georgeson Communications, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY PERSON THE AGENT OF PURCHASER, PARENT, THE COMPANY, ANY AFFILIATE OF THE
COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR
THE LETTER OF TRANSMITTAL.
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