-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPmQ8hj+sUeuWZWH1b3htJH7ynlwP5k/Q47F4oMGcawzq+qFN+26al35yU/3L8wc 0z3BfVQwv/7M1EBorZH26g== 0000950131-99-006000.txt : 19991104 0000950131-99-006000.hdr.sgml : 19991104 ACCESSION NUMBER: 0000950131-99-006000 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADE INDUSTRIES INC CENTRAL INDEX KEY: 0000356211 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 391371038 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-35511 FILM NUMBER: 99740151 BUSINESS ADDRESS: STREET 1: 2365 WOODLAKE DRIVE STREET 2: SUITE 120 CITY: OKEMOS STATE: MI ZIP: 48864 BUSINESS PHONE: 5173471333 MAIL ADDRESS: STREET 1: 2365 WOODLAKE DRIVE STREET 2: SUITE 120 CITY: OKEMOS STATE: MI ZIP: 48864 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CADE INDUSTRIES INC CENTRAL INDEX KEY: 0000356211 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 391371038 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 2365 WOODLAKE DRIVE STREET 2: SUITE 120 CITY: OKEMOS STATE: MI ZIP: 48864 BUSINESS PHONE: 5173471333 MAIL ADDRESS: STREET 1: 2365 WOODLAKE DRIVE STREET 2: SUITE 120 CITY: OKEMOS STATE: MI ZIP: 48864 SC 14D9/A 1 AMENDMENT #1 TO SCHEDULE 14D-9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 14D-9/A Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 AMENDMENT NO. 1 ----------------------- CADE INDUSTRIES, INC. (Name of Subject Company) ----------------------- CADE INDUSTRIES, INC. (Name of Person Filing Statement) Common Stock, Par Value $.001 per Share (including associated rights to purchase Common Stock) (Titles of Classes of Securities) 127382-10-9 (CUSIP Numbers of Classes of Securities) Richard A. Lund President and Chief Executive Officer Cade Industries, Inc. 2365 Woodlake Drive, Suite 120 Okemos, Michigan 48864 (517) 347-1333 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person Filing Statement) ----------------------- With a copy to: Conrad G. Goodkind, Esq. Quarles & Brady, LLP 411 East Wisconsin Avenue Milwaukee, WI 53202 ================================================================================ Introduction This Amendment No. 1 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 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 Schedule 14D-9. Item 9 Material to be Filed as Exhibits Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: (a)(6) Letter to Shareholders of Cade Industries, Inc., dated as of November 2, 1999. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the informaton set forth in this statement is true, complete and correct. Cade Industries, Inc. By: /s/ Edward B. Stephens -------------------------- Name: Edward B. Stephens Title: Vice President and Chief Financial Officer Dated: November 2, 1999 EX-99.(A)(6) 2 LETTER TO SHAREHOLDERS OF CADE INDUSTRIES [CADE INDUSTRIES LOGO APPEARS HERE] 2365 Woodlake Drive, Suite 120 . Okemos, Michigan 48864 (517) 347-1333 . Fax (517) 347-6185 www.cade-industries.com November 2, 1999 Dear Shareholders: On October 21, 1999, I sent you a letter attaching a Schedule 14D-9 of Cade Industries, Inc. and an Offer to Purchase and related materials in connection with the tender offer (the "Offer") by Sphere Corporation, a wholly owned subsidiary of United Technologies Corporation, to purchase all of the outstanding shares of Cade's common stock for $5.05 per share. This letter is a reminder that the Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Friday, November 19, 1999, unless the Offer is extended in accordance with its terms. Cade's Board of Directors has unanimously approved a merger agreement with United Technologies, approved the Offer, determined that the Offer is in the best interest of Cade's shareholders and unanimously recommends that shareholders accept the Offer and tender their shares thereunder. Please also be informed that the toll free number for the Information Agent set forth in the Offer to Purchase, the Schedule 14D-9 and the Transmittal Letter as well as the other offering documents was incorrect and that the correct number is (800) 223-2064. We apologize for any difficulties associated with the telephone number. Very truly yours, /s/ Richard A. Lund ------------------- Richard A. Lund, President And Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----