Contact: Matt Chadderdon/Carrier
(860) 674-3130
FOR IMMEDIATE RELEASE
Peter Murphy/UTC www.utc.com
(860) 728-7977
United Technologies Corp. To Purchase Specialty Equipment Companies, Inc.
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HARTFORD, Conn., Oct. 16, 2000 - United Technologies Corp. (NYSE:UTX)
today announced the signing of an agreement to purchase Aurora, Ill.-based
Specialty Equipment Companies, Inc. (NYSE:SEC) for $30.50 per share in cash.
Upon completion of the purchase, Specialty Equipment Companies, Inc.
will be integrated into UTC's Carrier Corp.
"This outstanding combination will extend Carrier's customer base and
product line and will strengthen its already good relationships with preeminent
global food service and beverage companies," said Carrier Corp. President Jon
Ayers. "Specialty's family of well respected brands fits well with Carrier's
technology leadership and extensive global reach."
Specialty, which had fiscal year 2000 sales of $502 million and
earnings from operations of $72 million, designs, manufactures and markets a
broad array of refrigeration equipment, soft serve ice cream and frozen dessert
dispensers, as well as commercial cooking and holding equipment. Its products
are sold to major fast food restaurant and convenience store chains, specialty
chains, soft drink bottlers, breweries and institutional foodservice operators
around the world. Each of the businesses is one of the leading producers in
their businesses.
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Specialty's products are sold under brand names including Beverage-Air,
Taylor, Wells, and Bloomfield.
"We are very excited about the future prospects this transaction
presents to Specialty Equipment," said Jeff Rhodenbaugh, chief executive officer
of Specialty Equipment. "Carrier will provide the opportunity for Specialty's
businesses to forge even stronger relationships with its customers worldwide.
Carrier's size and stature will also give our employees expanded opportunities
for growth."
UTC will commence a tender offer for all of the outstanding shares of
common stock of Specialty Equipment Companies, Inc. no later than October 23,
2000. It will pay a purchase price of approximately $600 million in cash for all
of the outstanding shares of Specialty Equipment Companies, Inc. and will assume
approximately $100 million in debt.
The directors of Specialty Equipment are unanimously recommending that
all Specialty Equipment shareholders accept UTC's offer. The transaction is
subject to receipt of regulatory approvals and the valid tender of a majority of
Specialty Equipment shares, as well as other customary conditions.
Specialty Equipment's largest shareholder and certain of its related
parties, holding approximately 40 percent of Specialty Equipment shares, have
agreed to tender their shares and support the transaction.
Carrier Corp. is a subsidiary of United Technologies Corp., a provider
of a broad range of high technology products and support services to the
aerospace and building systems industries.
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This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Specialty Equipment Companies, Inc. At the time
United Technologies Corporation commences its offer, it will file a Tender Offer
Statement with the U.S. Securities and Exchange Commission and Specialty
Equipment Companies, Inc. will file a Solicitation/Recommendation Statement with
respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFERING DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
The Offer to Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement, will be made
available to all shareholders of Specialty Equipment Companies, Inc., at no
expense to them. The Tender Offer Statement (including the Offer to Purchase,
the related Letter of Transmittal and all other offer documents filed with the
Commission) and the Solicitation/Recommendation Statement will also be available
for free at the Commission's website at www.sec.gov.
This release contains forward-looking statements as defined under
securities laws, including statements about the completion and benefits of the
transaction. Such forward-looking statements involve risks and uncertainties
including those inherent in completing a tender offer and capitalizing on the
benefits of the transaction.
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