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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 Holders of Common Stock of Specialty Equipment Companies, Inc.:
Enclosed for your information is an Offer to Purchase, dated October 23,
2000 ("Offer to Purchase"), and the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer"),
relating to the Offer by Solar Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of United Technologies
Corporation, a Delaware corporation ("Parent"), 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. Also enclosed are letters 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 and Proxy Statement on Schedule 14A.
We are the holder of record of Shares held by us for your account. A tender
of such Shares can be made only by us as the holder of record and pursuant to
your instructions. The Letter of Transmittal accompanying this letter is
furnished to you for your information only and cannot be used by you to tender
Shares held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Shares held by us for your account, pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The offer price is $30.50 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
2. The Offer is being made for all of the outstanding Shares.
3. 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 or affiliate 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 Corporate 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
cancelled and converted into the right to receive an amount in cash,
without interest, equal to the Offer Price paid by Purchaser pursuant to
the Offer, upon surrender of the certificate representing such Share.
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4. 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 interests of the
holders of Shares and unanimously recommends that stockholders accept the
Offer, tender their Shares pursuant to the Offer and approve the Merger.
5. 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 Shares then
beneficially owned by Parent (excluding Shares held by an employee benefit
plan), represents at least a majority 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. The Offer is also subject to other terms and conditions, which
are described in the Offer to Purchase.
6. 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.
7. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing and returning to us
the instruction form set forth below. Please forward your instructions to us
in ample time to permit us to submit a tender on your behalf prior to the
expiration of the Offer. If you authorize the tender of your Shares, all such
Shares will be tendered unless otherwise specified on the instruction form set
forth below.
Payment for Shares accepted for payment pursuant to the Offer will be in all
cases made only after receipt by LaSalle Bank National Association (the
"Depositary"), of (a) certificates for (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, 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. 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.
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 or blue sky laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed made on behalf of Purchaser by the 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.
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Instructions with Respect to the
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 undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated October 23, 2000, and the related Letter of Transmittal, in
connection with the offer by Solar Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of United Technologies
Corporation, a Delaware corporation ("Parent"), to purchase for cash 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, upon the
terms and conditions set forth in the Offer.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) that are held by you for the account
of the undersigned, upon the terms and subject to the conditions set forth in
the Offer and the related Letter of Transmittal.
Dated: , 2000
NUMBER OF SHARES TO BE TENDERED:
SHARES*
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Signature(s)
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Please Print Name(s)
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Please Print Address(es)
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Area Code and Telephone Number(s)
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Tax Identification or Social Security Number(s)
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*Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
