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. 3)*
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. [X]
<PAGE>
This Amendment No. 3, the final amendment (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.
The Offer expired at 12:00 midnight, New York City time, on Monday,
November 20, 2000. Pursuant to the Offer and based upon the report of LaSalle
Bank National Association, the depositary for the Offer, Solar has accepted for
payment 19,113,459 Shares representing approximately 98% of the outstanding
shares of the Company.
Reference is hereby made to the press release issued by UTC on November
21, 2000, which is attached hereto as Exhibit (a)(1)(J).
Item 12. Exhibits.
(a)(1)(J) Text of Press Release issued by UTC on November 21, 2000.
<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 21, 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)(J) is hereby added to the Index of Exhibits
Exhibit Number Description
(a)(1)(J) Text of Press Release issued by UTC on November 21, 2000.
