SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
-------------
SCHEDULE TO/A
Rule 14d-100
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Specialty Equipment Companies, Inc.
(Name of Subject Company (Issuer))
United Technologies Corporation
and
Solar Acquisition Corp.
(Names of Filing Persons (Offerors)
Common Stock, par value $.01 per share
(Title of Class of Securities)
847497203
(CUSIP Number of Class of Securities)
William H. Trachsel, Esq.
Senior Vice President, General Counsel and Secretary
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
(860) 728-7000
Copies to:
Christopher E. Austin, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
<PAGE>
This Amendment No. 2 (this "Amendment") amends and supplements the
joint Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission on October 23, 2000 (as amended and supplemented prior to
the date hereof, the "Schedule TO") by Solar Acquisition Corp., a Delaware
corporation ("Solar") and a wholly owned subsidiary of United Technologies
Corporation, a Delaware corporation ("UTC"), with respect to UTC's and Solar's
offer to purchase all outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Specialty Equipment Companies, Inc. (the "Company"), at
a purchase price of $30.50 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated October
23, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer").
This Amendment also amends the Schedule 13D of Solar and UTC filed with
the Securities and Exchange Commission on October 23, 2000, as amended and
supplemented prior to the date hereof.
Reference is hereby made to the letter, dated November 6, 2000, to
counsel for UTC and Solar from counsel to the plaintiffs in Noerr v. Greenwood
et al., C.A. No 14320, an action pending against the Company and certain of its
current and former directors in the court of Chancery for the State of Delaware
in and for New Castle County, Delaware, which letter is attached hereto as
Exhibit (d)(4) and is incorporated herein by reference.
Item 12. Exhibits.
(d)(4) Letter dated November 6, 2000 from Terrence Buehler.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 13, 2000
UNITED TECHNOLOGIES CORPORATION
By: /s/ Lawrence V. Mowell
-------------------------------------
Name: Lawrence V. Mowell
Title: Assistant Secretary
SOLAR ACQUISITION CORP.
By: /s/ Lawrence V. Mowell
-------------------------------------
Name: Lawrence V. Mowell
Title: Vice President, Treasurer
and Secretary
<PAGE>
INDEX TO EXHIBITS
The following item (a)(1)(I) is hereby added to the Index of Exhibits
Exhibit Number Description
(d)(4) Letter dated November 6, 2000 from Terrence Buehler
