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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 4 - Final Amendment)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 4 - Final Amendment)
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
18,926,757 (including Shares tendered by guaranteed delivery)
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares |_|
9. Percent of Class Represented by Amount in Row (7)
Approximately 87.6%
10. Type of Reporting Person
CO
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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
18,926,757 (including Shares tendered by guaranteed delivery)*
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares |_|
9. Percent of Class Represented by Amount in Row (7)
87.6%
10. Type of Reporting Person
CO
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* Because Parent owns all of the capital stock of Purchaser, Parent may be
deemed to beneficially own the Shares beneficially owned by Purchaser.
This Amendment No. 4, the final amendment, 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, as previously amended by Amendment No. 1 on November 4, 1999, by
Amendment No. 2 on November 22, 1999 and by Amendment No. 3 on December 3, 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 6. Interest in Securities of the Subject Company.
Item 6(a)-(b) is hereby amended and supplemented by adding the following
paragraph:
The Offer expired at 5:00 p.m., New York City time, on Friday, December 3,
1999. Pursuant to the Offer and based upon the report of the Depositary, the
Purchaser has accepted for payment 18,883,459 Shares tendered by physical or
book entry delivery and 43,298 Shares tendered by guaranteed delivery. Reference
is hereby made to the press release issued by Parent on December 6, 1999, a copy
of which is attached hereto as Exhibit (a)(11) and incorporated herein 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: December 6, 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/ Lawrence V. Mowell
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Name: Lawrence V. Mowell
Title: Director
EXHIBIT INDEX
The following item (a)(11) is hereby added to the Exhibit Index:
Exhibit Page
Number Exhibit Name Number
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(a)(11) Text of Press Release issued by Parent on December 6, 1999.
Exhibit (a)(11)
Contact: Peter Dalpe/UTC
(860) 728-7912
FOR IMMEDIATE RELEASE
UTC COMPLETES TENDER OFFER
FOR SHARES OF CADE INDUSTRIES, INC.
HARTFORD, Conn., and OKEMOS, Mich., Dec. 6, 1999 - United Technologies
Corp. (NYSE: UTX) and Sphere Corp., a wholly owned subsidiary of UTC, today
announced the successful completion of the tender offer by Sphere to acquire the
common stock, par value $.001 per share, of Cade Industries Inc. (NASDAQ: CADE)
at $5.05 net per share in cash.
Approximately 19 million shares of Cade, representing over 87% of the
issued and outstanding Cade shares, were validly tendered and not withdrawn
prior to the expiration of Sphere's tender offer at 5:00 p.m., New York City
time, on Friday, December 3, 1999.
Sphere has accepted for payment the shares which were tendered and intends,
pursuant to the terms of the merger agreement between UTC, Sphere and Cade, to
acquire the remaining Cade shares that Sphere does not already own through a
merger between Sphere and Cade at the same $5.05 per share offer price as
offered in the tender offer.
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.
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