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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 1)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 1)
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
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CADE INDUSTRIES, INC.
(Name of Subject Company)
SPHERE CORPORATION
a wholly owned subsidiary of
UNITED TECHNOLOGIES CORPORATION
(Bidders)
Common Stock, Par Value $.001 Per Share
(including the associated rights to purchase common stock)
(Title of Class of Securities)
127382-10-9
(CUSIP Number of Class of Securities)
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William H. Trachsel, Esq.
Senior Vice President, General Counsel and Secretary
United Technologies Corporation
One Financial Plaza
Hartford CT 06101
(860) 728-7000
(Name, Address and Telephone Number of Persons authorized to Receive Notices
and Communications on Behalf of Bidders)
Copies to:
Christopher E. Austin
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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CUSIP No. 127382-10-9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
Sphere Corporation
2. Check the Appropriate Box if a member of a Group (a)|_|
(b)|_|
3. SEC Use Only
4. Sources of Funds
AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) |_|
6. Citizenship or Place of Organization
Wisconsin
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,088,723*
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares |_|
9. Percent of Class Represented by Amount in Row (7)
Approximately 26.5%
10. Type of Reporting Person
CO
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* On October 21, 1999, Sphere Corporation ("Purchaser"), a wholly owned
subsidiary of United Technologies Corporation ("Parent"), entered into a
Shareholder Option Agreement with certain shareholders (the "Shareholders") of
Cade Industries, Inc., a Wisconsin corporation (the "Company"), who, in the
aggregate, own 6,088,723 shares of the common stock, par value $.001 per share,
of the Company, including the associated rights to purchase common stock (the
"Shares"). Pursuant to the Shareholder Option Agreement the Shareholders have
agreed to (i) tender in the Offer and not withdraw all the Shares owned by the
Shareholders, (ii) grant Purchaser an option to purchase their Shares at an
exercise price of $5.05 per Share (subject to adjustment in certain
circumstances) exercisable upon the occurrence of certain events specified in
the Shareholder Option Agreement and (iii) grant Purchaser the power to direct
the vote of the Shares and irrevocably grant to and appoint Purchaser proxy and
attorney in-fact to vote the Shares with respect to certain matters. The
Shareholder Option Agreement is described in Section 11 of the Offer to Purchase
dated as of October 21, 1999 filed as Exhibit (a)(1) to this Schedule 14D-1.
CUSIP No. 127382-10-9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
United Technologies Corporation
2. Check the Appropriate Box if a member of a Group (a)|_|
(b)|_|
3. SEC Use Only
4. Sources of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) |_|
6. Citizenship or Place of Incorporation
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
6,088,723*
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares |_|
9. Percent of Class Represented by Amount in Row (7)
Approximately 26.5%
10. Type of Reporting Person
CO
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* On October 21, 1999, Sphere Corporation ("Purchaser"), a wholly owned
subsidiary of United Technologies Corporation ("Parent"), entered into a
Shareholder Option Agreement with certain shareholders (the "Shareholders") of
Cade Industries, Inc., a Wisconsin corporation (the "Company"), who, in the
aggregate, own 6,088,723 shares of the common stock, par value $.001 per share,
of the Company, including the associated rights to purchase common stock (the
"Shares"). Pursuant to the Shareholder Option Agreement the Shareholders have
agreed to (i) tender in the Offer and not withdraw all the Shares owned by the
Shareholders, (ii) grant Purchaser an option to purchase their Shares at an
exercise price of $5.05 per Share (subject to adjustment in certain
circumstances) exercisable upon the occurrence of certain events specified in
the Shareholder Option Agreement and (iii) grant Purchaser the power to direct
the vote of the Shares and irrevocably grant to and appoint Purchaser proxy and
attorney in-fact to vote the Shares with respect to certain matters. The
Shareholder Option Agreement is described in Section 11 of the Offer to Purchase
dated as of October 21, 1999 filed as Exhibit (a)(1) to this Schedule 14D-1.
Because Parent owns all of the capital stock of Purchaser, Parent may be deemed
to beneficially own the Shares subject to the Shareholder Option Agreement.
This Amendment No. 1 amends and supplements the joint Tender Offer
Statement on Schedule 14D-1 (as amended and supplemented, the "Schedule 14D-1")
filed with the Securities and Exchange Commission on October 21, 1999 by United
Technologies Corporation, a Delaware corporation ("Parent") and by Sphere
Corporation, a Wisconsin corporation ("Purchaser") and a wholly owned subsidiary
of Parent, to purchase all of the outstanding shares of common stock, par value
$.001 per share (the "Common Stock"), of Cade Industries, Inc., a Wisconsin
corporation (the "Company"), including the associated common stock purchase
rights (the "Rights") issued pursuant to the Rights Agreement (the "Rights
Agreement") dated as of August 4, 1998, as amended as of October 21, 1999,
between the Company and Firstar Bank Milwaukee, N.A. (formerly named Firstar
Trust Company), as Rights Agent (the Common Stock and the Rights together, the
"Shares") at $5.05 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated as of
October 21, 1999, and the related Letter of Transmittal (which together
constitute the "Offer"). Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Offer to Purchase and the
Schedule 14D-1.
This Amendment also constitutes an amendment to the Statement on Schedule
13D with respect to the beneficial ownership of Shares which has previously been
filed by Parent and Purchaser.
Item 10. Additional Information.
Item 10(b)-(c) is hereby amended and supplemented by adding the following
paragraph:
On November 4, 1999, Parent issued a press release announcing that on
November 2, 1999 the Federal Trade Commission terminated the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with
respect to the Offer and the Merger. The press release is filed as Exhibit
(a)(9) hereto and is hereby incorporated by reference.
SIGNATURES
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 4, 1999
UNITED TECHNOLOGIES CORPORATION
By:/s/ William H. Trachsel
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Name: William H. Trachsel
Title: Senior Vice President,
General Counsel and
Secretary
SPHERE CORPORATION
By:/s/ Ari Bousbib
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Name: Ari Bousbib
Title: President and Director
EXHIBIT INDEX
The following item (a)(9) is hereby added to the Exhibit Index:
Exhibit Page
Number Exhibit Name Number
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(a)(9) Text of Press Release issued by Parent on November 4, 1999.
Exhibit (a)(9)
Contact: Peter Dalpe/UTC
FOR IMMEDIATE RELEASE
(860) 728-7912
UTC ANNOUNCES THE EXPIRATION OF THE HART-SCOTT-RODINO
WAITING PERIOD IN CONNECTION WITH THE ACQUISITION OF
CADE INDUSTRIES INC.
HARTFORD, Conn., and OKEMOS, Mich., Nov. 4, 1999 -- United Technologies
Corp. (NYSE: UTX) and Sphere Corp., a wholly owned subsidiary of UTC, today
announced that the waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with the agreement to acquire Cade
Industries Inc. (NASDAQ: CADE) was terminated by the Federal Trade Commission on
Tuesday, November 2, 1999.
As previously announced, UTC entered into a definitive agreement to acquire
Cade pursuant to which on October 21, 1999 Sphere commenced a tender offer to
acquire all outstanding common stock of Cade for $5.05 per share in cash. The
tender offer will expire at 12:00 midnight, New York City time, on Friday,
November 19, 1999, unless extended.
United Technologies Corp., based in Hartford, Conn., provides a broad range
of high technology products and support services to the building systems and
aerospace industries.
Certain statements in this press release, including statements concerning
expected savings, revenues, earnings per share and debt levels, are
"forward-looking statements" as defined under the securities laws. UTC's
operations, products, and markets are subject to a number of risk factors, which
may cause actual results to vary materially from those anticipated in the
forward-looking statements. UTC's SEC filings, as updated from time to
time, contain important information identifying a number of these risk factors,
including economical, political, climatic, currency, regulatory, technological,
competitive and other important factors. This information can be found in the
Business section of UTC's Annual Report on Form 10-K under the headings
"Description of Business by Operating Segment" and "Other Matters Relating to
the Corporation's Business as a Whole", as updated by UTC's other SEC filings
from time to time.
Any forward-looking statements should be evaluated in light of these
important risk factors.
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