SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)
Cade Industries, Inc.
(Name of Issuer)
Common Stock,$.001 par value
(Title of Class of Securities)
127382-10-9
(CUSIP Number)
Molly F. Cade
c/o Cade Industries, Inc.
Suite 120
2365 Woodlake Drive
Okemos, Michigan 48864
517-347-1333
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Conrad G. Goodkind, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
December 6, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Molly F. Cade
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
50,000 (includes 50,000 shares which may be acquired by options
exercisable currently or within 60 days)
8. Shared Voting Power
-0-
9. Sole Dispositive Power
50,000 (includes 50,000 shares which may be acquired by options
exercisable currently or within 60 days)
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
50,000 (includes 50,000 shares which may be acquired by options
exercisable currently or within 60 days)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
.2%
14. Type of Reporting Person
IN
ITEM 1. SECURITY AND ISSUER.
Name of Issuer and Address of Principal Executive Offices:
Cade Industries, Inc.
2365 Woodlake Drive, Suite 120
Okemos, Michigan 48864
Title of Security to which this statement relates:
Common Stock, $.001 par value ("Common Stock")
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This Amendment No. 3 to Schedule 13D is filed on behalf of Molly F.
Cade, an individual with a business office c/o Cade Industries, Inc. at 2365
Woodlake Drive, Suite 120, Okemos, Michigan 48864. Until December 6, 1999, Ms.
Cade was a director of Cade Industries, Inc. and is an educator for St.
Michael's School.
(d) and (e). During the last five years Ms. Cade has not (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f). Ms. Cade is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF THE TRANSACTION.
Cade Industries, Inc. (the "Company"), United Technologies Corporation, a
Delaware corporation ("Parent") and Sphere Corporation, a Wisconsin corporation
("Purchaser"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 21, 1999. Pursuant to the Merger Agreement,
the Purchaser offered to purchase all of the outstanding shares of Common Stock
of the Company, including the associated common stock purchase rights (the
"Rights"), issued pursuant to 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., as Rights Agent (the Common Stock and the Rights are referred
to herein as the "Shares") at $5.05 per Share, net to the seller in cash (the
"Offer"). The Offer was consummated on December 6, 1999 and Ms. Cade sold all of
her shares described in prior filing and holds options to purchase 50,000
Shares. Following the 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, unless Parent elects,
in its sole discretion, to cause the Company to merge into Purchaser with
Purchaser continuing as the surviving corporation (the "Merger"). On the
effective date of the Merger, each 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 shareholders who
properly exercise dissenters' rights, if any), will by virtue of the Merger
and without action by the holder thereof be canceled and converted into the
right to receive an amount in cash equal to the per Share price paid pursuant
to the Offer.
Ms. Cade and each of the other Shareholders have granted Purchaser an
irrevocable option to purchase all Shares owned by such Shareholder (the "Option
Shares") at $5.05 per Share, exercisable at any time in whole or in part after
(i) the occurrence of any event as a result of which the Parent is entitled to
receive a termination fee under the Merger Agreement or (ii) such shareholder
shall have breached certain specified agreements contained in the Shareholder
Option Agreement. Each such option is exercisable until the later of (i) the
date that is 90 days after the date such option became exercisable and (ii) the
date that is ten days after the date that all waiting periods under the Hart
Scott Rodino Antitrust Improvements Act of 1976, as amended, or any non-United
States competition or antitrust laws which Purchaser, in its sole discretion,
determines are required for the purchase of such Shares have expired or been
terminated. In the event that any person (other than Purchaser or any of its
affiliates or any Shareholder or any of its affiliates) acquires a majority of
the outstanding Shares, prior to the termination of the Shareholder Option
Agreement, in a tender offer or exchange offer by such person to acquire, or a
merger involving the acquisition of, all outstanding Shares at a consideration
per Share in excess of $5.05, the exercise price for the Option Shares shall be
increased by 50% of the amount of such excess. If an option has been exercised
and the Option Shares acquired from a Shareholder by Purchaser prior to such an
acquisition, Purchaser shall, within ten days following such date, pay to such
Shareholder an amount in cash equal to the amount of such excess multiplied by
the number of such Option Shares. If the consideration in such tender or
exchange offer or merger includes securities, such securities shall be deemed to
have a value equal to the amount that would actually have been received in an
orderly sale of such securities commencing on the first business day following
actual receipt of such securities, in the written opinion of an investment
banking firm of national reputation selected by Purchaser and reasonably
satisfactory to the Shareholder.
Ms. Cade and each of the other Shareholders have agreed that, except as provided
by the Merger Agreement and the Shareholder Option Agreement, such shareholder
will not (i) offer to transfer, transfer or consent to any transfer, (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer, (iii) grant any proxy, power-of-attorney or other authorization or
(iv) deposit into a voting trust or enter into a voting agreement or
arrangement, each with respect to any or all Shares beneficially owned by such
Shareholder.
Ms. Cade has waived any rights of appraisal or rights to dissent from the
Merger.
The Shareholder Option Agreement with respect to Ms. Cade and each of the other
Shareholders shall terminate upon the earliest of (i) the effective time of the
Merger, (ii) April 30, 2000 or, if the Option is exercisable at April 30, 2000,
such later date as the Option shall no longer be exercisable, and (iii)
termination of the Merger Agreement, unless either (A) Parent is or may be
entitled to receive a termination fee under the Merger Agreement following such
termination or (B) prior to such termination such Shareholder has breached
certain specified agreements contained in the Shareholder Option Agreement.
The Shareholder Option Agreement is incorporated herein by reference to Exhibit
(c)(2) of Schedule 14D-9 as filed by the Company with the Securities and
Exchange Commission on October 21, 1999. The description of the Shareholder
Option Agreement set forth herein does not purport to be complete and is
qualified in its entirety by the provision of the actual agreement.
Except pursuant to the terms of the Shareholder Option Agreement (incorporated
by reference herein) and as set forth herein, Ms. Cade has no plans or proposals
which would result in the acquisition or disposition of securities of the
Company or a transaction of the type described in Items 4(a)-(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). As reported in the original Schedule 13D, Ms. Cade acquired
shares of Common Stock as a result of the death of her husband in 1986. After
the transactions described in Item 4, Ms. Cade holds directly, with sole voting
and dispositive power, 0 shares of Common Stock and has options exercisable
currently or within 60 days for 50,000 shares of Common Stock.
(c). Except for the execution and delivery of the Shareholder Option Agreement,
there have been no transactions by Ms. Cade with respect to the Company Common
Stock during the 60 days preceding the date of this Schedule 13D.
(d). Not Applicable.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the Shareholder Option Agreement (described in Item 4 above), which
is incorporated by reference in this Amendment No. 3 to Schedule 13D, and
agreements referred to or contained therein, there are no contracts,
arrangements, understandings or relationships between Ms. Cade and any other
person with respect to any securities of Cade Industries, Inc.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Shareholder Option Agreement, incorporated herein by reference to
the Shareholder Option Agreement filed as exhibit (c)(2) of
Schedule 14D-9 as filed by the Company with the Securities and
Exchange Commission on October 21, 1999.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
December 21, 1999
MOLLY F. CADE
/s/ Molly F. Cade
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