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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. 1)
________________
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)
_____________
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. 1 (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"), 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").
Reference is hereby made to the press release dated November 2, 2000, which
is attached hereto as Exhibit (a)(7) and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits
Item 9 of the Schedule 14D-9 is amended by the addition of the following:
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<CAPTION>
Exhibit
No. Description
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<S> <C>
(a)(7) Text of Press Release issued by Parent and Purchaser on November 2, 2000
(incorporated by reference to Exhibit (a)(1)(I) to the Schedule TO/A of Purchaser filed
with the Securities and Exchange Commission on November 2, 2000).
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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 2, 2000
2
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EXHIBIT INDEX
The Exhibit Index attached to the Schedule 14D-9 is amended by the addition
of the following:
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<CAPTION>
Exhibit
No. Description
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<S> <C>
(a)(7) Text of Press Release issued by Parent and Purchaser on November 2, 2000
(incorporated by reference to Exhibit (a)(1)(I) to the Schedule TO/A of Purchaser filed
with the Securities and Exchange Commission on November 2, 2000).
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