<PAGE>
Notice of Guaranteed Delivery
for
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
As set forth in Section 3 of the Offer to Purchase (as defined below), this
form, or a form substantially equivalent to this form, must be used to accept
the Offer (as defined below) if the certificates representing shares of common
stock, par value $.01 per share, of Specialty Equipment Companies, Inc., a
Delaware corporation (the "Company", and such stock, the "Shares"), are not
immediately available or time will not permit all required documents to reach
LaSalle Bank National Association (the "Depositary") prior to the Expiration
Date (as defined in the Offer to Purchase) or the procedures for book-entry
transfer cannot be completed on a timely basis. Such form may be delivered by
hand or transmitted by facsimile or mailed to the Depositary and must include
a guarantee by an Eligible Institution (as defined below). See Section 3 of
the Offer to Purchase.
The Depositary for the Offer is:
LaSalle Bank National Association
By Mail/Overnight Courier:
LaSalle Bank National Association
Attention: Corporate Trust Operations
135 South LaSalle Street
Suite 1811
Chicago, Illinois 60603
By Facsimile Transmission:
(For Eligible Institutions Only)
(312) 904-2236
To Confirm Facsimile Transmission:
By Telephone Only:
(312) 904-2450
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Solar Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of United Technologies Corporation,
a Delaware corporation, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated October 23, 2000 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, as amended or supplemented from
time to time, together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Shares indicated below pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares: ______________
Name(s) of Record Holder(s):
Share Certificate Numbers (if ________________________________
available): ________________________________
________________________________ Please Type or Print
________________________________
Address(es): ___________________
If Shares will be delivered by
book-entry transfer:
Zip Code _______________________
Account ________________________________
Number: ________________________
Telephone Number:
Date: , 2000 ________________________________
Area Code
Signature(s):
________________________________
________________________________
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<PAGE>
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"),
hereby guarantees that either the certificates representing the Shares
tendered hereby in proper form for transfer or timely confirmation of a book-
entry transfer of such Shares into the Depositary's account at the Book-Entry
Transfer Facility (as defined in and pursuant to procedures set forth in
Section 3 of the Offer to Purchase), together with 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, an Agent's
Message (as defined in Section 3 of the Offer to Purchase)) and any other
documents required by the Letter of Transmittal, will be received by the
Depositary at one of its addresses set forth above within three (3) New York
Stock Exchange Inc. trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal,
certificates for Shares and/or any other required documents to the Depositary
within the time period shown above. Failure to do so could result in a
financial loss to such Eligible Institution.
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
Zip Code
Area Code and
Telephone Number: ____________________________________________________________
Authorized Signature
Name: ________________________________________________________________________
Please Type or Print
Title: _______________________________________________________________________
Dated: ________________________________________________________________ , 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES ARE TO BE DELIVERED WITH THE LETTER
OF TRANSMITTAL.
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