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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
________________
Specialty Equipment Companies, Inc.
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(Name of Subject Company)
Specialty Equipment Companies, Inc.
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(Names of Person Filing Statement)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
847497203
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(CUSIP Number of Class of Securities)
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JEFFREY P. RHODENBAUGH
President and Chief Executive Officer
Specialty Equipment Companies, Inc.
1245 Corporate Boulevard, Suite 401
Aurora, Illinois 60504
(630) 585-5111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person filing Statement)
________________
With a copy to:
ANDREW L. WEIL, ESQ.
MICHAEL D. ROSENTHAL, ESQ.
PAUL D. ZIER, ESQ.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 2 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented, the "Schedule 14D-9") filed with the Securities and Exchange
Commission (the "Commission") on October 23, 2000, by Specialty Equipment
Companies, Inc., a Delaware corporation (the "Company"), related to the joint
Tender Offer Statement on Schedule TO (as amended and supplemented, the
"Schedule TO") filed with the Commission on October 23, 2000, by Solar
Acquisition Corp., a Delaware corporation ("Purchaser" or "Solar") and a wholly
owned subsidiary of United Technologies Corporation, a Delaware corporation
("Parent" or "UTC"), with respect to Parent's and Purchaser's offer to purchase
all outstanding shares of common stock, par value $.01 per share (the "Shares"),
of 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"). The
Offer is being made pursuant to and in accordance with that certain Agreement
and Plan of Merger (the "Merger Agreement"), dated as of October 13, 2000, among
the Company, UTC and Solar.
Item 3. Past Contacts, Transactions, Negotiations and Agreements
As previously disclosed in the Company's Form 10-K for the year ended
January 31, 2000 and each of its Forms 10-Q filed during the current fiscal
year, the Company and certain of its current and former directors are named as
defendants in an action filed by Virginia A. Noerr, who claims to own shares of
the Company's common stock. The action, "Noerr v. Greenwood et al.," C.A. No.
14320 (the "Noerr Action"), is pending in the Court of Chancery for the State of
Delaware in and for New Castle County, Delaware. The complaint in the Noerr
Action, which has twice been amended, asserts that (i) the defendants breached
their fiduciary duties to the Company in 1993 by soliciting stockholder approval
of the Company's executive and non-executive director stock option plans by
means of a misleading proxy statement and (ii) the Board breached its fiduciary
duty in approving such option plans. The complaint seeks an order declaring the
stockholder approval of those option plans void, canceling the options granted
thereunder, enjoining the directors from exercising any such options, imposing a
constructive trust for the benefit of Specialty upon any profits the individual
named defendants may have made or make through exercise of their options,
requiring an accounting in connection therewith, and awarding unspecified
damages plus plaintiff's attorneys' fees and expenses in an unspecified amount.
The most recent amended complaint was filed after the court granted in part the
defendants' joint motion to dismiss the complaint, striking certain non-
disclosure claims; the court's order, however, denied the remainder of
defendants' motion to dismiss. All of the 876,205 options issued pursuant to
the non-executive director stock option plan have been exercised. Approximately
3,146,250 options issued in 1993 pursuant to the executive stock option plan
have been exercised in accordance with that option plan and no other options
issued in 1993 pursuant to the executive stock option plan remain outstanding.
Five of the nine members of the Company's current Board of Directors were
granted options under the stock option plans at issue in the Noerr Action (all
1,075,723 of which such options have been exercised) and four of such directors
are defendants in the Noerr Action. If the merger contemplated by the Merger
Agreement is completed, the derivative claims which are part of the Noerr Action
may be terminated, thereby eliminating any purported benefit to the Company's
stockholders from such claims.
On November 3, 2000, counsel for the plaintiff in the Noerr Action
("Plaintiff's Counsel") contacted Sonnenschein Nath & Rosenthal
("Sonnenschein"), counsel to the Company in connection with the Offer and
counsel to the individual defendants (but not the Company) in the Noerr Action,
and provided Sonnenschein with a draft letter that Plaintiff's Counsel indicated
he intended to send to counsel for UTC and Solar. In the draft letter,
Plaintiff's Counsel alleges that the Noerr Action should have been disclosed in
the Schedule 14D-9, the Schedule TO and/or other documents provided to
stockholders of the Company in connection with the Offer, and that the pendency
of the Noerr Action raises the issue of "whether the merger price is fair to the
Company's stockholders, given that, if Ms. Noerr is successful
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and the options are voided, the impact of the result would be to raise the price
per share". Furthermore, Plaintiff's Counsel letter raises the issue as to
whether the consummation of the merger of Solar with and into the Company
contemplated by the Merger Agreement would terminate the derivative claims which
are part of the Noerr Action, and, as a result, whether the personal interests
of the Company's directors who are defendants in the Noerr Action in having such
derivative claims terminated improperly influenced such directors' approval of
the Merger Agreement. Finally, Plaintiff's Counsel stated that he intended to
"seek court assistance to have the tender offer disclosure corrected" and "that
we believe that the merger price does not pass the entire fairness test, and we
also will be seeking court assistance in that regard". A final version of the
draft letter was delivered to counsel for UTC and Solar on November 6, 2000.
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.
SPECIALTY EQUIPMENT COMPANIES, INC.
By: /s/ Jeffrey P. Rhodenbaugh
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Name: Jeffrey P. Rhodenbaugh
Title: President and Chief Executive Officer
Dated: November __, 2000
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