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 ---------
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
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) |_|
6. Citizenship or Place of Incorporation
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)
10. Type of Reporting Person
* 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
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.
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 ----------------------- Name: William H. Trachsel Title: Senior Vice President, General Counsel and Secretary
By: /s/ Lawrence V. Mowell ----------------------- Name: Lawrence V. Mowell Title: Director
The following item (a)(11) is hereby added to the Exhibit Index:
Exhibit Page Number Exhibit Name Number ------ ------------ ------
(a)(11) Text of Press Release issued by Parent on December 6, 1999.
Contact: Peter Dalpe/UTC
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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