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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
AMENDMENT NO. 1
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CADE INDUSTRIES, INC.
(Name of Subject Company)
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CADE INDUSTRIES, INC.
(Name of Person Filing Statement)
Common Stock, Par Value $.001 per Share
(including associated rights to purchase Common Stock)
(Titles of Classes of Securities)
127382-10-9
(CUSIP Numbers of Classes of Securities)
Richard A. Lund
President and Chief Executive Officer
Cade Industries, Inc.
2365 Woodlake Drive, Suite 120
Okemos, Michigan 48864
(517) 347-1333
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf
of the Person Filing Statement)
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With a copy to:
Conrad G. Goodkind, Esq.
Quarles & Brady, LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
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Introduction
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended and supplemented, the "Schedule 14D-9")
filed with the Securities and Exchange Commission on October 21, 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 Schedule 14D-9.
Item 9 Material to be Filed as Exhibits
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text thereto:
(a)(6) Letter to Shareholders of Cade Industries, Inc., dated as of
November 2, 1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the informaton set forth in this statement is true, complete and
correct.
Cade Industries, Inc.
By: /s/ Edward B. Stephens
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Name: Edward B. Stephens
Title: Vice President and Chief
Financial Officer
Dated: November 2, 1999
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[CADE INDUSTRIES LOGO APPEARS HERE]
2365 Woodlake Drive, Suite 120 . Okemos, Michigan 48864
(517) 347-1333 . Fax (517) 347-6185
www.cade-industries.com
November 2, 1999
Dear Shareholders:
On October 21, 1999, I sent you a letter attaching a Schedule 14D-9 of
Cade Industries, Inc. and an Offer to Purchase and related materials in
connection with the tender offer (the "Offer") by Sphere Corporation, a wholly
owned subsidiary of United Technologies Corporation, to purchase all of the
outstanding shares of Cade's common stock for $5.05 per share. This letter is a
reminder that the Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Friday, November 19, 1999, unless the Offer is extended in
accordance with its terms.
Cade's Board of Directors has unanimously approved a merger agreement with
United Technologies, approved the Offer, determined that the Offer is in the
best interest of Cade's shareholders and unanimously recommends that
shareholders accept the Offer and tender their shares thereunder.
Please also be informed that the toll free number for the Information
Agent set forth in the Offer to Purchase, the Schedule 14D-9 and the Transmittal
Letter as well as the other offering documents was incorrect and that the
correct number is (800) 223-2064. We apologize for any difficulties associated
with the telephone number.
Very truly yours,
/s/ Richard A. Lund
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Richard A. Lund, President
And Chief Executive Officer
