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. 1)*
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. 1 (this "Amendment") amends and supplements the
joint Tender Offer Statement on Schedule TO (as amended and supplemented, the
"Schedule TO") filed with the Securities and Exchange Commission on October 23,
2000, by Solar Acquisition Corp., a Delaware corporation ("Solar") and a wholly
owned subsidiary of United Technologies Corporation, a Delaware corporation
("UTC"), 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.
Reference is hereby made to the press release dated November 2, 2000,
which is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by
reference.
Item 12. Exhibits.
(a)(1)(I) Text of Press Release issued by Parent on November 2, 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 2, 2000
UNITED TECHNOLOGIES CORPORATION
By: /s/ William H. Trachsel
-------------------------------------
Name: William H. Trachsel
Title: Senior Vice President, General
Counsel and 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
(a)(1)(I) Text of Press Release issued by Parent on November 2, 2000
