United Technologies Corp. has agreed to pay former Carrier Corp. shareholders more than 1.1 million to settle a Securities and Exchange Commission lawsuit growing out of the company's 1978 takeover of Carrier.
The SEC, which announced the settlement yesterday, had accused United Technologies of violating the securities laws. SEC said the company secretly took a series of steps to make up a shortfall between the amount of stock it had acquired through a tender offer and the amount needed for the takeover.
A tender is an offer to buy a certain amount of a company's stock at a stated price within a stated period of time.
Specifically, the SEC said that United Technologies purchased a larger percentage of tendered shares than it had announced in the tender after the expiration of the offer and bought some of those shares on the open market at a lower price.
In exchange for the SEC dropping its lawsuit, the company agreed to establish a fund equal to the amount it said it saved by purchasing shares on the open market. The money is to be distributed under court supervision to persons who tendered Carrier stock to United under the teams of its offer.
United Technologies said yesterday it had no desire to profit from the shortfall, Under the settlement United Technologies neither admits or denies the charges contained in the SEC civil lawsuit.
When United Technologies acquired Carrier Corp., it became the 20th largest corporation and the 13th largest manufacturer in the United States. besides Carrier, which manufactures air conditioning, United Technologies' subsidiaries include Hamilton Standard, Pratt & Whitney Aircraft Group, Sikorsky Helicopter and Otis Elevator.
In United Technologies' 1978 tender statement, the company offered to buy uo to 17 million shares of Carrier stock. Later the company announced that 19.1 million shares had been tendered and that it would buy 85.07 percent of those, or 17 million shares.
Still later United discovered that only about 19 million shares had been tendered, so it set out to acquire a larger percentage of the stock than it had announced, according to the SEC's original complaint. United Technologies yesterday blamed the shortfall on an error by a bank, which miscounted the shares.