<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ______)/1/
Specialty Equipment Companies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
847497203
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(CUSIP Number)
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 13, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
--------
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 84749720 Page 2 of 16 Pages
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<TABLE>
<CAPTION>
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<S> <C>
1 NAME OF REPORTING PERSON
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Solar Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------- ----------- ----------------------------------------------------------------------------------------
NUMBER OF SHARE 7 SOLE VOTING POWER
0
-------------------------- ----------- ----------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
7,768,175 shares
-------------------------- ----------- ----------------------------------------------------------------------------------------
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
0
-------------------------- ----------- ----------------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
7,768,175 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,768,175 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 84749720 Page 3 of 16 Pages
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<TABLE>
<CAPTION>
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United Technologies Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------- ----------- ------------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
0
-------------------------- ----------- ------------------------------------------------------------------------------------------
BENEFICIALLY OWNED B 8 SHARED VOTING POWER
7,768,175 shares
-------------------------- ----------- ------------------------------------------------------------------------------------------
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
0
-------------------------- ----------- ------------------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
7,768,175 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,768,175 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
------------- -------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 1. Security and Issuer.
------ -------------------
This statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, par value $.01 per share (the "Shares"), of Specialty Equipment
Companies, Inc. (the "Company"). The address and principal executive office of
the Company is 1245 Corporate Boulevard, Suite 401, Aurora, Illinois 60504.
Item 2. Identity and Background.
------ -----------------------
This Schedule 13D is filed pursuant to Rule 13d-1(a) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by United
Technologies Corporation ("UTC") and Solar Acquisition Corp. ("Solar" and,
together with UTC, the "Reporting Persons").
UTC is a Delaware Corporation with its principal business and
principal office located at One Financial Plaza, Hartford, Connecticut 06101.
UTC and its consolidated subsidiaries provide high technology products to
aerospace and building systems customers throughout the world.
Solar Acquisition Corp., a Delaware corporation, is a wholly owned
subsidiary of UTC with its principal business and principal office located at
One Financial Plaza, Hartford, Connecticut 06101. Solar has, to date, engaged in
no activities other than those incident to its formation and the commencement of
the Offer (as defined below) and the Merger (as defined below).
The names, addresses, occupations and citizenship of the executive
officers and directors of each of UTC and Solar are set forth in Schedule I
hereto.
None of the Reporting Persons nor, to the best of their knowledge,
any of the directors or officers listed in Schedule I has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or 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.
Item 3. Source and Amount of Funds or Other Consideration
------- -------------------------------------------------
On October 13, 2000, UTC, Solar and the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Solar
will commence a cash tender offer to purchase all of the issued and outstanding
Shares (the "Offer") and, following the consummation of the Offer and the
satisfaction or waiver of certain conditions, Solar will be merged with and into
the Company, and the Company will be the surviving corporation (the "Merger").
Concurrently with the execution of the Merger Agreement on October
13, 2000, UTC and Solar entered into a stockholder agreement (the "Stockholder
Agreement") with the Malcolm I. Glazer Family Limited Partnership, Kevin E.
Glazer and
Page 4 of 16
<PAGE>
Avram A. Glazer (each a "Stockholder" and collectively the "Stockholders"), who
own in the aggregate approximately 39.8 percent of the outstanding Shares.
Pursuant to the Stockholder Agreement, each Stockholder agreed, among other
things, to validly tender (and not withdraw) all Shares beneficially owned or
subsequently acquired by such Stockholders, to grant Solar an option (the
"Option") to purchase all such Shares at a price of $30.50 per Share (or such
other price as may be payable in the Offer) upon the occurrence of certain
events, and to vote all such Shares in favor of the Merger and the Merger
Agreement and against any proposal or offer, or any indication of interest in
making an offer or proposal, made by any person or group (in each case, whether
or not in writing and whether or not delivered to the stockholders of the
Company generally) relating to (a) any direct or indirect acquisition or
purchase which is structured to permit such person or group to acquire
beneficial ownership of at least 10% of the assets of the Company or any of its
subsidiaries or of over 10% of any class of equity securities of the Company or
any of its subsidiaries, (b) any tender offer or exchange offer that, if
consummated, would result in any person, other than UTC, Solar, their affiliates
or any group of which any of them is a member beneficially owning 10% or more of
any class of equity securities of the Company or any of its subsidiaries, or (c)
any merger, consolidation, business combination, sale of substantially all the
assets, recapitalization, liquidation, dissolution or similar transaction
involving the Company or any of its subsidiaries (an "Acquisition Proposal").
The Offer is not conditioned upon any financing arrangements.
UTC and Solar estimate that the total amount of funds required to
purchase all of the outstanding Shares beneficially owned by the Stockholders,
in the Offer or pursuant to the Option, will be approximately $236,929,337. UTC
and Solar estimate that the total amount of funds required to purchase all of
the outstanding Shares pursuant to the Offer and the Merger, including those
Shares beneficially owned by the Stockholders, and to pay related fees and
expenses will be approximately $614 million. Solar will obtain such funds from
UTC. UTC currently intends to obtain such funds from available cash on hand at
the time of the completion of the Offer.
References to, and descriptions of, the Offer, the Merger Agreement
and the Stockholder Agreement in this Schedule 13D are qualified in their
entirety by reference to the copies of the Merger Agreement and Stockholder
Agreement, respectively, included as Exhibits 1 and 2 to this Schedule 13D, and
incorporated in this Schedule 13D in their entirety where such references and
descriptions appear.
Item 4. Purpose of Transaction.
------ ----------------------
The purpose of the Offer and the Merger is to acquire control of,
and the entire equity interest in, the Company. The Offer, as the first step in
the acquisition of the Company, is intended to facilitate the acquisition of all
outstanding Shares. The purpose of the Merger is to acquire all of the capital
stock of the Company not purchased pursuant to the Offer or otherwise. If Solar
owns a majority of the issued and outstanding Shares following the consummation
of the Offer, it will have the ability under the DGCL to approve the Merger
without the approval of the holders of any other Shares, although a stockholder
vote may be necessary. If, however, after consummation of the Offer, Solar owns
at least 90 percent of the Shares then outstanding, Solar will be able to cause
the Merger to occur without a vote of the Company's stockholders.
Page 5 of 16
<PAGE>
In connection with the Offer, UTC and Solar have reviewed, and will
continue to review, various possible business strategies that they might
consider in the event that Solar acquires control of the Company, whether
pursuant to the Offer, the Merger or otherwise. Such strategies could include,
among other things, changes in the Company's business, corporate structure,
capitalization or management.
Pursuant to the Merger Agreement, promptly after Solar has purchased
Shares pursuant to the Offer, Solar will have the right to have persons
designated by it become directors of the Company so that the total number of
such persons equals the number, rounded up to the nearest whole number, which is
the product of the total number of directors on the Board of Directors of the
Company and the percentage that the aggregate number of Shares purchased bears
to the total number of Shares then outstanding. The Merger Agreement provides
that the Company will promptly take all actions necessary to cause such Solar
designees to be so elected, including, upon request by Solar, using its best
efforts to seek the resignations of one or more existing directors. At such
time, the Company will also cause, if requested by Solar, (x) each committee of
the Board of Directors, (y) the board of directors of each of the subsidiaries
of the Company and (z) each committee of such board to include persons
designated by Solar constituting up to the same percentage (provided up to the
nearest whole number) of each such committee or board as Solar's designees
constitute on the Board of Directors. In addition, pursuant to the Merger
Agreement, the Company (a) has established October 18, 2000 as a record date for
the written consent by the Company's stockholders to such election and (b) has
filed with the Commission a Schedule 14A (together with any supplements or
amendments thereto the "Schedule 14A") regarding the solicitation of written
consents to the election of the Solar designees which contains the information
required by Schedule 14A under the Exchange Act necessary to enable the Solar
designees to be elected to the Board of Directors. Until the time the Merger
becomes effective (the "Effective Time"), the Company, Solar and UTC will use
all reasonable best efforts to retain as members of the Board of Directors at
least two directors who were directors of the Company on the date of the Merger
Agreement and who are not representatives of UTC (the "Independent Directors").
Following the time Solar designees constitute a majority of the Board of
Directors of the Company and prior to the Effective Time, any amendment or
termination of the Merger Agreement which requires action by the Company, any
extension of time for the performance of any of the obligations of UTC under the
Merger Agreement, any exercise or waiver of any of the provisions of the Merger
Agreement providing rights or remedies to the Company and any other action by
the Company that could adversely affect the interest of the stockholders (other
than UTC, Solar and their affiliates) with respect to the Merger Agreement, the
Merger or the Offer will require the affirmative vote of a majority of the
Independent Directors.
Pursuant to the Stockholder Agreement, each Stockholder has granted
Solar an irrevocable option to purchase all (but not less than all) of the
Shares beneficially owned by such Stockholder (the "Option Shares") at the price
per Share payable in the Offer, exercisable at any time in whole after (a) the
occurrence of any event as a result of which UTC is entitled to receive a
termination fee under the Merger Agreement or (b) such Stockholder shall have
breached certain specified agreements contained in the Stockholder Agreement.
Each such option that becomes exercisable will remain exercisable until the
later of (x) the date that is 60 days after the date such option became
exercisable, and (y) the date that is ten days after the later of the date that
all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act
Page 6 of 16
<PAGE>
of 1976 (as amended) required for the purchase of the Shares upon such exercise
shall have expired or been terminated and the date on which all approvals
required under any foreign antitrust and competition laws or regulations
applicable to the purchase of Shares pursuant to the Offer or the Merger have
been obtained; provided that if at the expiration of such period there is in
effect any injunction or other order issued by any governmental entity
prohibiting the exercise of such option, the exercise period will be extended
until ten days after the date that no such injunction or order is in effect.
Each Stockholder has also agreed that, unless the Merger Agreement
has been terminated, at any meeting of the stockholders of the Company, however
called, or in connection with any written consent of the stockholders of the
Company, such Stockholder will vote (or cause to be voted) all Shares held of
record or beneficially owned by such Stockholder (a) in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the approval
of the terms thereof and each of the other actions contemplated by the Merger
Agreement and the Stockholder Agreement and any actions required in furtherance
thereof and (b) against any proposal relating to an Acquisition Proposal and
against any action or agreement that would impede, frustrate, prevent or nullify
the Stockholder Agreement, or result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions
described in the Merger Agreement not being fulfilled. Each such Stockholder
irrevocably granted to and appointed Solar as such Stockholder's proxy and
attorney-in-fact (with full power of substitution) to vote the Shares
beneficially owned by such Stockholder, or grant a consent or approval in
respect of such Shares, in the manner specified above.
Each Stockholder has agreed that, except as provided by the Merger
Agreement and the Stockholder Agreement, such Stockholder will not (a) offer to
transfer, transfer or consent to any transfer of, any or all of the Shares
beneficially owned by such Stockholder or any interest therein, (b) enter into
any contract, option or other agreement or understanding with respect to any
transfer of any or all of such Shares or any interest therein, (c) grant any
proxy, power-of-attorney or other authorization or consent in or with respect to
such Shares, (d) deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares or (e) take any other
action that would make any representation or warranty of such Stockholder
contained in the Stockholder Agreement untrue or incorrect or in any way
restrict, limit or interfere with the performance of its obligations thereunder
or the transactions contemplated thereby or by the Merger Agreement.
Each Stockholder has agreed that neither such Stockholder nor any of
its affiliates, representatives or agents will (and, if such Stockholder is a
corporation, partnership, trust or other entity, such Stockholder will cause its
officers, directors, partners, and employees, representatives and agents,
including its investment bankers, attorneys and accountants, not to), directly
or indirectly, encourage, solicit, initiate or participate in any way in any
discussions or negotiations with, or provide any information to, or afford any
access to the properties, books or records of the Company or any of its
subsidiaries to, or otherwise take any other action to assist or facilitate, any
person or group (other than UTC or Solar or any affiliate or associate of UTC or
Solar) concerning any Acquisition Proposal. Each Stockholder has agreed to
immediately cease any activities, discussions or negotiations conducted prior to
the date of the Stockholder Agreement with respect to any Acquisition Proposal.
Each Stockholder has agreed to
Page 7 of 16
<PAGE>
immediately communicate to Solar the terms of any Acquisition Proposal (or any
discussion, negotiation or inquiry with respect thereto) and the identity of the
person making such Acquisition Proposal or inquiry which it may receive.
The Certificate of Incorporation and By-Laws of Company in effect
immediately prior to the Effective Time will be the Certificate of Incorporation
and By-Laws of the surviving corporation until amended as provided by law, such
Certificate of Incorporation and, with respect to the By-Laws, such By-Laws.
If the Merger is consummated as planned, the Shares will be
deregistered under the Securities Exchange Act of 1934, as amended, and cease to
be listed on the New York Stock Exchange.
Except as set forth in this Item 4, UTC and Solar have no plans or
proposals which relate to or would result in any of the matters set forth in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) - (b) As a result of the Stockholder Agreement, UTC and Solar
may be deemed to be the beneficial owner of 7,768,175 Shares, representing 39.8%
of the outstanding shares of the Company. The calculation of the foregoing
percentage is based upon the number of Shares disclosed by the Company to UTC
and Solar as outstanding as of October 12, 2000, which excludes any Shares that
may be issued upon the exercise of issued and outstanding Company stock options.
To the knowledge of UTC and Solar, no director or executive officer
of UTC or Solar beneficially owns any Shares of the Issuer.
(c) Except as set forth herein, there have been no transactions by
the Reporting Persons in securities of the Company during the past 60 days. To
the knowledge of the Reporting Persons, there have been no transactions by any
director or executive officer of UTC or Solar in securities of the Company
during the past 60 days.
(d) To the knowledge of the Reporting Persons, the Stockholders have
the right to receive dividends and other proceeds with respect to the Shares
except as determined in accordance with the Stockholder Agreement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Other than the Merger Agreement and the Stockholder Agreement, to
the knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts
Page 8 of 16
<PAGE>
or calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Agreement and Plan of Merger, dated as of October 13, 2000, among
Specialty Equipment Companies, United Technologies Corporation and Solar
Acquisition Corp. (incorporated by reference to Exhibit (d)(1) of the Schedule
TO filed by UTC and Solar on October 23, 2000).
2. Stockholder Agreement, dated as of October 13, 2000, among United
Technologies Corporation, Solar Acquisition Corp. and certain stockholders of
the Company (incorporated by reference to Exhibit (d)(2) of the Schedule TO
filed by UTC and Solar on October 23, 2000).
3. Agreement as to Joint Filing of Schedule 13D, dated as of October
23, 2000, among United Technologies Corporation and Solar Acquisition Corp.
Page 9 of 16
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement on Schedule
13D is true, complete and correct.
Dated: October 23, 2000
UNITED TECHNOLOGIES CORPORATION
By: /s/ Ari Bousbib
-----------------------------
Name: Ari Bousbib
Title: Vice President
SOLAR ACQUISITION CORP.
By: /s/ Ari Bousbib
-----------------------------
Name: Ari Bousbib
Title: President
Page 10 of 16
<PAGE>
SCHEDULE I
INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND THE EXECUTIVE
OFFICERS OF UNITED TECHNOLOGIES CORPORATION AND SOLAR ACQUISITION CORP.
UNITED TECHNOLOGIES CORPORATION
Set forth below are the name, business address and present principal
occupation or employment, and material occupations, positions, offices or
employment for the past five years of each director and executive officer of
UTC. The business address of each such person is One Financial Plaza, Hartford,
CT 06101. Unless otherwise indicated, each such person is a citizen of the
United States and has held his or her present position as set forth below for
the past five years. Directors of UTC are indicated by an asterisk.
<TABLE>
<CAPTION>
Name, Citizenship and Present Principal Occupation or Employment;
Current Business Address Age Material Positions Held During the Past Five Years
--------------------------- --- -------------------------------------------------------------
<S> <C> <C>
Jonathan W. Ayers.......... 44 President, Carrier Corporation; previously President Asian
Pacific Operations, Carrier Corporation and Vice President,
Strategic Planning for Parent
Dean C. Borgman............ 59 President, Sikorsky Aircraft Corp.; previously Senior Vice
President, The Boeing Company (helicopter unit);
former President, McDonnell Douglas' helicopter business
Ari Bousbib ............... 39 Vice President, Corporate Strategy and Development of Parent
Citizenship: since 1997; previously Managing Director, the Strategic
French/Portuguese Partners Group; Partner, Booz, Allen & Hamilton
William L. Bucknall, Jr.... 58 Senior Vice President, Human Resources & Organization, of
Parent since 1992
John F. Cassidy, Jr........ 56 Senior Vice President, Science and Technology, of Parent
since 1998; previously Vice President, United Technologies
Research Center
Antonia Handler Chayes*.... 71 Senior Advisor and Vice Chair of the Board of Conflict
Management Group, a non-profit conflict resolution consulting
firm; Adjunct Lecturer at the J. F. Kennedy School of
Government at Harvard University; Undersecretary of the
United States Air Force, 1979 to 1981; Co-Director of the
Project on International Law and Conflict Management at the
Program on Negotiation at Harvard Law School; member of
the American Law Institute, the Council on Foreign Relations
and the Aspen Strategy Core Group; director of Parent since
1981
Louise Chenevert........... 43 President, Pratt & Whitney since 1999; Executive Vice
President, Pratt & Whitney for operations, worldwide
purchasing, and aftermarket business from June 1998-1999;
Executive Vice President for operations of Pratt & Whitney
from January 1997-1998; joined Pratt & Whitney Canada in
1993
</TABLE>
Page 11 of 16
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
George David*.............. 58 Director of Parent since 1992; Chairman of Parent since 1997;
Chief Executive Officer of Parent since 1994; President of
Parent from 1992 to 1999; Board Member of the Institute for
International Economics; Chairman or President of the Boards
of the Graduate School of Business Administration at the
University of Virginia, the National Minority Supplier
Development Council, and the Wadsworth Atheneum
Museum of Art in Hartford, Connecticut; Co-Chair the
Transatlantic Business Dialogue for the year 2000
John E. Evard, Jr. ........... 54 Vice President, Taxes of Parent since 2000; previously Senior
Vice President Corporate Development and General Tax
Counsel, CNH Gloval N.V.; Director, Tax, Case Corporation
David J. Fitzpatrick.......... 46 Senior Vice President, Chief Financial Officer and Treasurer
of Parent since 2000; Senior Vice President and Chief
Financial Officer, Parent, 1998-2000; previously Vice
President and Controller, Eastman Kodak Co.; Finance
Director, Cadillac Luxury Car Division, Chief Accounting
Officer, General Motors Corp.
Jean-Pierre Garnier, Ph.D.*... 52 Director of Parent since 1997; Chief Executive Officer and
Executive Member of the Board of Directors of SmithKline
Beecham plc, Philadelphia, PA (pharmaceuticals); Chief
Executive Officer of GlaxoSmithKline plc; previously Chief
Operating Officer and Executive Member of the Board of
Directors of SmithKline Beecham plc; Chairman, SmithKline
Beecham plc, Pharmaceuticals from 1994-1995; Director of
the Eisenhower Exchange Fellowships
Jamie S. Gorelick*............ 50 Director of Parent since February, 2000; Vice Chair, Fannie
Mae, since 1997; Deputy Attorney General of the United
States, 1994 to 1997; Harvard Board of Overseers and the
Boards of America's Promise, the Carnegie Endowment for
International Peace, and the Washington Legal Clinic for the
Homeless and other civic organizations; member of the
Council of the American Law Institute and the Council on
Foreign Relations; serves on the Central Intelligence Agency's
National Security Advisory Panel
Ruth R. Harkin................ 56 Senior Vice President, International Affairs and Government
Relations of Parent since 1997; previously President and
Chief Executive Officer, Overseas Private Investment
Corporation
Karl J. Krapek*............... 51 Director of Parent since 1997; President and Chief Operating
Officer of Parent since 1999. Previously Executive Vice
President of Parent, 1997 to 1999; President, Pratt & Whitney,
1992 to 1999; Chairman of the Board of Directors of the
Connecticut Capitol Region Growth Council; Chairman of the
MetroHartford Millennium Management Group; Vice
Chairman of the Board of Trustees of the Connecticut State
University System and Chairman of Finance Committee;
member of the Director's Advisory Board of the Yale Cancer
Center; Director of Saint Francis Care, Inc.; 1999 General
Campaign Chairman for the United Way and Combined
Health Appeal Community Campaign in Hartford area
Robert F. Leduc............... 44 Executive Vice President and Chief Operating Officer,
Pratt & Whitney; previously Executive Vice President,
Pratt & Whitney
</TABLE>
Page 12 of 16
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<TABLE>
<CAPTION>
<S> <C> <C>
Charles R. Lee*......... 60 Director of Parent since 1994; Chairman and Co-Chief
Executive Officer, Verizon Communications; Chairman and
Chief Executive Officer of GTE Corporation, 1992 to 2000;
Director of the Procter & Gamble Company; Director of the
USX Corporation; member of The Business Roundtable and
The Business Council; Trustee of the Board of Trustees of
Cornell University; Director of the New American Schools
Emeritus Corporation; member of The Conference Board;
Director of the Stamford Hospital Foundation
Richard D. McCormick*... 60 Director of Parent since February, 1999; Chairman Emeritus
U S WEST, Inc., Denver, Colorado (telecommunications).
Previously Chairman, U S WEST, Inc., 1998 to 1999;
Chairman, President and Chief Executive Officer U S WEST,
Inc., 1992 to 1998; Director of United Airlines; Director of
Wells Fargo and Company; Director of Concept Five Technologies;
Chairman of the United States Council for International Business;
Vice President of the International Chamber of Commerce; Director
of Creighton University; will serve as President of the
International Chamber of Commerce, beginning 2001 member
of the Business Council; Trustee of the Denver Art Museum;
Board Member of the American Indian College Fund
Ronald F. McKenna....... 60 President, Hamilton Sundstrand since June 21, 1999;
Executive Vice President and Chief Operating Officer of
Hamilton Sundstrand, Aerospace, May 6, 1996 to June 21,
1996; Vice President of Business Development, Sunstrand
Aerospace, January, 1995 to May, 1996; Vice President and
General Manager of Sunstrand Aerospace Electric Power,
December, 1989 to January, 1995
Angelo J. Messina....... 47 Vice President, Financial Planning and Analysis of Parent
since 1998; previously Director, Financial Planning and
Analysis, of Parent; Vice President, Strategic Planning, Pratt
& Whitney; Director, Investor Relations, of Parent
David G. Nord........... 43 Vice President, Controller of Parent since 2000; previously
Acting Controller; Assistant Controller, Financial Reporting
and Accounting of Parent; Corporate Controller, Pittston Co.
Stephen F. Page......... 60 Executive Vice President of Parent and President and Chief
Executive Officer, Otis Elevator since 1997; previously
Executive Vice President and Chief Financial Officer of
Parent
Frank P. Popoff*........ 64 Director of Parent since 1996; Chairman, The Dow Chemical
Company, Midland, Michigan, will retire, effective November
1, 2000; previously, Chief Executive Officer of The Dow
Chemical Company; Director of American Express Company;
Quest Communications International, Inc.; Chemical Financial
Corporation; and Michigan Molecular Institute; previously
Chairman of Chemical Manufacturers Association; member of
the Business Council for Sustainable Development; The
Business Council; the Council for Competitiveness; the
American Chemical Society; and director emeritus of the
Indiana University Foundation
William H. Trachsel..... 57 Senior Vice President, General Counsel and Secretary of
Parent since 1998; previously Vice President, Secretary and
Deputy General Counsel of Parent
Andre Villeneuve*....... 55 Director of Parent since 1997; Chairman of Instinet
Corporation, Reuter's electronic brokerage subsidiary;
previously Executive Director of Reuters Holdings PLC,
London, England (worldwide news information and services
business), 1998 to February 2000; Director of CGU plc
Harold Wagner*.......... 64 Director of Parent since 1994; Chairman and Chief Executive
Officer, Air Products and Chemicals, Inc., Allentown,
Pennsylvania (industrial gases and chemicals); previously
Chairman, President and Chief Executive Officer, Air
Products and Chemicals, Inc., 1992 to 1998; Director of
CIGNA Corporation; PACCAR Inc.; Daido-Hoxan; Member
of The Business Council; the Policy Committee of The
Business Roundtable; Member of the Pennsylvania Business
Roundtable; serves on the Board of Trustees of Lehigh
University
Sanford I. Weill*....... 67 Director of Parent since 1999; Chairman and Chief Executive
Officer of Citigroup, Inc.; previously Chairman and Co-Chief
Executive Officer of Citigroup, Inc., 1998 to 2000; Chairman
and Chief Executive Officer of Travelers Group Inc., 1993 to
1998; Director of AT&T Corporation; E.I. duPont de Nemours
& Company; Chairman of the Board of Trustees of Carnegie
</TABLE>
Page 13 of 16
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Hall; Member of the Business Roundtable; the Business
Council; the Board of Directors of the Baltimore Symphony;
the Board of Governors of New York Presbyterian Hospital;
the Board of Overseers of the Weill Medical College;
Graduate School of Medical Sciences of Cornell University
and other civic organizations.
</TABLE>
Page 14 of 16
<PAGE>
SOLAR ACQUISITION CORP.
Set forth below are the name, business address and present principal
occupation or employment, and material occupations, positions, offices or
employment for the past five years of the directors and executive officers of
Solar. The business address of each such person is One Financial Plaza,
Hartford, CT 06101. Unless otherwise indicated, each such person is a citizen of
the United States and has held his or her present position as set forth below
since or subsequent to Solar's incorporation. Directors of Solar are indicated
by an asterisk.
<TABLE>
Name, Citizenship and Present Principal Occupation or Employment;
Current Business Address Age Material Positions Held During the Past Five Years
------------------------------ --- --------------------------------------------------------------
<S> <C> <C>
Ari Bousbib .................. 39 Director of Purchaser since October, 2000; President of
Citizenship: French/Portuguese Purchaser since October 2000; Vice President, Corporate
Strategy and Development of Parent since 1997; previously
Managing Director, the Strategic Partners Group; Partner,
Booz, Allen & Hamilton
Lawrence V. Mowell............ 52 Vice-President, Treasurer and Secretary of Purchaser since
October, 2000; Associate General Counsel of Parent since
1998; Vice President and General Counsel, UT Finance 1992-1998
</TABLE>
Page 15 of 16
