As filed with the Securities and Exchange Commission on April 28, 1995
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNITED TECHNOLOGIES CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 06-0570975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
United Technologies Building, Hartford, Connecticut 06101
(Address of principal executive offices, including Zip Code)
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
(Full title of the Plan)
WILLIAM H. TRACHSEL, Esq.
Secretary
United Technologies Building
Hartford, Connecticut 06101
(203) 728-7000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount to be Maximum Maximum Amount of
to be Registered Registered Offering Aggregate Registration
Price (1) Offering Fee
Price
Participation Units 25,000 $73.1875 $1,829,687.50 $630.93
PAGE
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference:
(1) the Annual Report on Form 10-K of United Technologies Corporation (the
"Corporation") filed with the Securities and Exchange Commission (the
"Commission") for the year ended December 31, 1994;
(2) the Quarterly Reports on Form 10-Q of the Corporation filed with the
Commission for the quarter ended March 31, 1995;
(3) all other reports filed by the Corporation with the Commission pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act since the end
of the period covered by the Annual Report on Form 10-K referred to in (1)
above.
(4) the description of the Corporation's Common Stock contained in
registration statements and reports filed under the Securities Exchange Act of
1934.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15 of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The securities registered hereby constitute shares of Common Stock, $5.00
par value of the United Technologies Corporation, to be issued to certain
individuals who participate in the United Technologies Corporation Defined
Contribution Retirement Plan (the _Plan_) who direct that certain Plan
contributions be invested in the Corporation's Common Stock. Shares of the
Corporation's Common Stock will be acquired, held and sold or distributed by the
Plan Trustee in accordance with the terms of the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements incorporated by reference to the Annual Report on
Form 10-K of the Corporation for the year ended December 31, 1994 have been so
incorporated in reliance on the reports of Price Waterhouse, LLP independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The legality of the securities offered pursuant to this Registration
Statement has been passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate
General Counsel of the Corporation, is a shareowner of Common Stock.
ITEM 8. EXHIBITS
See Exhibit Index
PAGE
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ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer of
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, and State of Connecticut, on this 28 day of
April, 1995.
UNITED TECHNOLOGIES CORPORATION
By s\Stephen F. Page\s
(Stephen F. Page, Executive Vice President
and Chief Financial Officer)
By s\George E. Minnich\s
(George E. Minnich, Vice President
Controller; Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities indicated on this 28 day of April, 1995.
Signature Title
ROBERT F. DANIELL* Chairman and Director
(Robert F. Daniell)
GEORGE DAVID * President and Chief
(George David) Executive Officer
and Director
HOWARD H. BAKER, JR.*
(Howard H. Baker, Jr.) Director
ANTONIA HANDLER CHAYES*
(Antonia Handler Chayes) Director
ROBERT F. DEE*
(Robert F. Dee) Director
CHARLES W. DUNCAN, JR.*
(Charles W. Duncan, Jr.) Director
PEHR G. GYLLENHAMMAR*
(Pehr G. Gyllenhammar) Director
PAGE
<PAGE>
GERALD D. HINES*
(Gerald D. Hines) Director
CHARLES R. LEE* Director
(Charles R. Lee)
ROBERT H. MALOTT*
(Robert H. Malott) Director
H. A. WAGNER* Director
(H. A. Wagner)
JACQUELINE G. WEXLER*
(Jacqueline G. Wexler) Director
* By s\William H. Trachsel\s
WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT
FOR THE DIRECTORS AND OFFICERS AFTER
WHOSE NAMES APPEARS AN ASTERISK
PAGE
<PAGE>
EXHIBIT INDEX
Page
5 --Opinion of Counsel as to the legality of the
securities
to be registered.
13 --Annual report for the Plan fiscal year ending
November 30, 1993.
24(a) --Consent of Price Waterhouse, LLP.
24(b) --The consent of counsel is contained in Exhibit 5.
25 --Powers of Attorney.
PAGE
<PAGE>
EXHIBIT 5
April 28, 1995
The Board of Directors
United Technologies Corporation
United Technologies Building
One Financial Plaza
Hartford, CT 06101
Re: S-8 Registration Statement Defined Contribution Retirement Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed filing with the
Securities and Exchange Commission on April 28, 1995, of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, in
connection with the offering of 25,000 shares of Common Stock, par value $5 per
share (the _Shares_) to be issued under the Corporation's Defined Contribution
Retirement Plan (the _Plan_).
I have acted as Counsel to the Corporation in connection with certain matters
relating to the Plan. I am familiar with the Corporate proceedings relating
thereto and have examined such documents and considered such matters of law as I
have deemed necessary in giving this opinion.
It is my opinion that all Shares to be offered and sold pursuant to the Plan
that will be purchased by the Plan Trustee in the open market and do not
constitute original issue Shares. The Plan will be timely filed with the
Internal Revenue Service for a determination letter that the Plan constitutes a
_tax qualified_ Plan under the Internal Revenue Code and ERISA. I hereby
consent to the filing of this opinion as an Exhibit to the aforementioned
Registration Statement.
Very truly yours,
Richard M. Kaplan
Associate General Counsel
RMK:mmr/h:SEC\S8opin2.Doc
PAGE
<PAGE>
EXHIBIT 24(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 26, 1995, which appears on
Page 26 of the 1994 Annual Report to Shareowners of United Technologies
Corporation, which is incorporated by reference in United Technologies
Corporation's Annual Report on Form 10-K for the year ended December 31, 1994,
and our report dated April 25, 1995 appearing in the United Technologies
Corporation Defined Contribution Retirement Plan's Annual Report for the year
ended November 30, 1993. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page S-1 of
such Annual Report on Form 10-K. We also consent to the references to us under
the heading _Interests of Named Experts and Counsel_ in the Form S-8.
Price Waterhouse LLP
Hartford, Connecticut
April 28, 1995
PAGE
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
The undersigned, HOWARD H. BAKER constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Howard H. Baker\s
Howard H. Baker
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, ANTONIA HANDLER CHAYES constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as her true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for her in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the regulation
of the offer and sale of securities, in connection with the offer and sale
of securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Antonia Handler Chayes\s
Antonia Handler Chayes
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, ROBERT F. DEE constitutes and appoints STEPHEN F.
PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and
each of them, as his true and lawful attorneys-in-fact and agents, each with
the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Robert F. Dee\s
Robert F. Dee
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, CHARLES W. DUNCAN, JR. constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as his true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for him in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the regulation
of the offer and sale of securities, in connection with the offer and sale
of securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Charles W. Duncan, Jr.\s
Charles W. Duncan, Jr.
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, PEHR G. GYLLENHAMMAR constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as his true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for him in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the regulation
of the offer and sale of securities, in connection with the offer and sale
of securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Pehr G. Gyllenhammar\s
Pehr G. Gyllenhammar
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, GERALD D. HINES constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Gerald D. Hines\s
Gerald D. Hines
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, ROBERT H. MALOTT constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Robert H. Malott\s
Robert H. Malott
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, JACQUELINE G. WEXLER constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as her true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for her in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the regulation
of the offer and sale of securities, in connection with the offer and sale
of securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Jacqueline G. Wexler\s
Jacqueline G. Wexler
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, ROBERT F. DANIELLconstitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Robert F. Daniell\s
Robert F. Daniell
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, GEORGE DAVID constitutes and appoints STEPHEN F.
PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and
each of them, as his true and lawful attorneys-in-fact and agents, each with
the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\George David\s
George David
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, CHARLES R. LEE constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Charles R. Lee\s
Charles R. Lee
Date: February 6, 1995
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, H. A. WAGNER constitutes and appoints STEPHEN F.
PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and
each of them, as his true and lawful attorneys-in-fact and agents, each with
the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Defined Contribution Retirement Plan as in effect on the date hereof and as
it may be amended from time to time (the "Plan") granting unto said
attorneys-in-fact and agents, and each of them, full power to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming that which each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\H. A. Wagner\s
H. A. Wagner
Date: February 6, 1995
PAGE
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
January 26, 1995, which appears on page 26 of the 1994
Annual Report to Shareowners of United Technologies
Corporation, which is incorporated by reference in United
Technologies Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994, and our report dated April
25, 1995 appearing in the United Technologies Corporation
Defined Contribution Retirement Plan's Annual Report for the
year ended November 30, 1993. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedule, which appears on page S-1 of such Annual
Report on Form 10-K. We also consent to the references to
us under the heading "Interests of Named Experts and
Counsel" in the Form S-8.
Price Waterhouse LLP
Hartford, Connecticut
April 28, 1995
<PAGE>
FINANCIAL STATEMENTS OF THE UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Administration
and Investment Committee of
United Technologies Corporation
and Members of the United Technologies Corporation
Defined Contribution Retirement Plan
In our opinion, the accompanying statements of financial
condition and the related statement of income and changes in
plan equity present fairly, in all material respects, the
financial position of the United Technologies Corporation
Defined Contribution Retirement Plan at November 30, 1993
and 1992, and the results of its operations and the changes
in its plan equity for the year ended November 30, 1993, in
conformity with generally accepted accounting principles.
These financial statements are the responsibility of the
Plan Administrator; our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance
with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting
principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Hartford, Connecticut
April 25, 1995
<PAGE>
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Statement of Financial Condition
November 30, 1992
<TABLE><CAPTION>
Funds
Income Fund Equity Fund Combined
<S> <C> <C> <C>
Assets:
Investments:
Beneficial interests in contracts issued by
insurance companies, at cost plus accrued interest $ 3,318,128 $ - $ 3,318,128
Beneficial interests in Bankers Trust Company
Pyramid Equity Index Fund, at market - 644,708 644,708
Temporary investments, at cost plus accrued
interest 17 - 17
Total Investments 3,318,145 644,708 3,962,853
Contributions and fund transfers receivable 16,884 2,185 19,069
Total Assets 3,335,029 646,893 3,981,922
Less - Liabilities:
Contributions payable 33,829 16,885 50,714
Total Liabilities 33,829 16,885 50,714
Plan Equity $ 3,301,200 $ 630,008 $ 3,931,208
Units of participation 780,278 76,887
Unit value $ 4.23 $ 8.19
</TABLE>
(See accompanying Notes to Financial Statements)
<PAGE>
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Statement of Financial Condition
November 30, 1993
<TABLE><CAPTION>
Funds
Income Fund Equity Fund Combined
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Beneficial interests in contracts issued by
insurance companies, at cost plus accrued interest $ 4,018,232 $ - $ 4,018,232
Beneficial interests in Bankers Trust Company
Pyramid Equity Index Fund, at market - 800,984 800,984
Temporary investments, at cost plus accrued interest 93 9 102
Total Investments 4,018,325 800,993 4,819,318
Contributions receivable - 6,760 6,760
Total Assets 4,018,325 807,753 4,826,078
Less - Liabilities:
Contributions payable 33,738 - 33,738
Total Liabilities 33,738 - 33,738
Plan Equity $ 3,984,587 $ 807,753 $ 4,792,340
Units of participation 871,285 89,385
Unit value $ 4.57 $ 9.04
</TABLE>
(See accompanying Notes to Financial Statements)
<PAGE>
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Statement of Income and Changes in Plan Equity
Plan Year Ended November 30, 1993
<TABLE><CAPTION>
Funds
Income Fund Equity Fund Combined
<S> <C> <C> <C>
Contributions:
Members $ 278,664 $ 61,878 $ 340,542
Employer 451,366 83,284 534,650
Total Contributions 730,030 145,162 875,192
Investment Income:
Interest 276,721 3 276,724
Total Investment Income 276,721 3 276,724
Unrealized appreciation of investments - 44,874 44,874
Gain on sale of investments - 23,475 23,475
Deduct:
Cash distributions to members 274,657 71,331 345,988
Earned and unapplied forfeitures 5,265 - 5,265
Total Deductions 279,922 71,331 351,253
Inter-fund and inter-plan transfers (43,442) 35,562 (7,880)
Net Increase in Plan Equity 683,387 177,745 861,132
Plan Equity November 30, 1992 3,301,200 630,008 3,931,208
Plan Equity November 30, 1993 $3,984,587 $ 807,753 $4,792,340
</TABLE>
(See accompanying Notes to Financial Statements)
<PAGE>
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF THE PLAN
The United Technologies Corporation Defined Contribution Retirement Plan (the
Plan) is a defined contribution savings plan sponsored by United Technologies
Corporation (United). The Plan became effective December 1, 1984. Membership
in the Plan is offered to eligible employees of certain subsidiaries of United.
The employer makes contributions with respect to each member of an amount up to
3.5 percent of the member's compensation. In addition, members may elect to
contribute, through payroll deductions, between 1 and 9 percent of their total
compensation with up to the first 4 percent of each member's contribution being
matched 50 percent by the employer. Member contributions are fully vested at
all times under the Plan. Generally, employer contributions become fully vested
two years after first joining the Plan.
All contributions are credited to a member account maintained by the Plan
Administrator. Contributions are invested, pursuant to each member's direction,
in one or both of the following funds: the Income Fund and the Equity Fund.
Members may elect to have 100 percent of their contributions invested in one
investment fund or may allocate the contributions in multiples of 25 percent
between the two funds. Members are permitted to transfer their accounts between
investment funds once per quarter (in multiples of 10 percent).
The Income Fund is invested in contracts issued by five insurance companies
designated by the Pension Investment Committee. Under these contracts, each
insurance company guarantees repayment in full of the principal amount invested
plus interest credited at a fixed rate for a specified period. Interest is
credited to each contract based on an annual interest rate set each year by the
individual insurance carriers. This rate, which differs among contracts, takes
into account any difference between prior year credited interest and the actual
amount of investment earnings allocable to the contract in accordance with the
established allocation procedures of the insurance carrier. The weighted
average rate set for the 1993 calendar year was 8.0 percent.
The Equity Fund may be invested in common or capital stock of corporations,
bonds or securities convertible into such stocks, or shares of any federally
registered mutual fund or similar type of investment fund, including investment
in any commingled trust fund managed by the Trustee, Bankers Trust Company,
which is invested primarily in similar types of equity securities. During 1993
and 1992, the Equity Fund was invested principally in the Trustee's BT Pyramid
Equity Index Fund, which is a portfolio of common stocks replicating the
Standard & Poor's Composite Index of 500 stocks. Interest and dividends earned
by this investment are reinvested and increase market value.
Forfeitures of employer contributions are used to reduce employer contributions;
earned and unapplied forfeitures will be applied against future employer
contributions and are shown separately in the Statement of Income and Changes in
Plan Equity.
Employees participating in the Plan at year end were as follows:
<TABLE><CAPTION>
November 30,
1993 1992
<S> <C> <C> <C> <C>
Income Fund 652 565
Equity Fund 289 175
PAGE
<PAGE>
The participants above may have investments in more than one of the investment
funds.
NOTE 2 - SUMMARY OF ACCOUNTING PRINCIPLES
United has entered into a master trust agreement with the Trustee. Under this
agreement, certain employee savings plans of United and its subsidiaries combine
their trust fund investments in the Master Trust. Participating plans purchase
units of participation in the investment funds based on their monthly
contribution to such funds and the unit value of the applicable investment fund
at the end of the month. The value of a unit in each fund is determined at the
end of each month by dividing the sum of uninvested cash, accrued income and the
current market value of investments by the total number of outstanding units in
such funds. The plans receive income from the funds' investments which increase
the unit values. Distributions reduce the number of participation units held by
the plans.
The investments of the Income Fund are valued at cost plus accrued interest.
The investments of the Equity Fund are valued at market as determined by the
Trustee by reference to published market data.
The expenses of operating the Plan are payable out of the funds held under the
Plan, unless the employer elects to pay such expenses. The expenses for the
1993 plan year were paid by the employer.
The Plan is not subject to federal income tax as the Plan and its related trust
are considered by United to satisfy the qualification and exemption requirements
of Sections 401(a) and 501(a) of the Internal Revenue Code. United has received
a favorable determination letter from the Internal Revenue Service (IRS), dated
in 1986, to the effect that the Plan, as amended in 1986, qualifies under
Sections 401(a) and 501(a) of the Code. United intends to apply for a new
determination letter from the IRS indicating that the Plan, as amended since the
date of the most recent IRS determination letter, continues to be exempt from
federal income taxes under Sections 401(a) and 501(a) of the Code. Under these
sections, contributions by United, employees (at their election) and related
earnings will be tax deferred until such amounts are distributed. It is
expected, given the lack of substantive plan amendments, that a favorable
determination will be issued from the IRS, and accordingly, no provision is made
for federal income taxes.
NOTE 3 - INSURANCE CONTRACTS
The following is a summary of the insurance contracts held in the Master Trust
Income Fund and the portion allocable to the Plan:
</TABLE>
<TABLE><CAPTION>
November 30,
(Thousands of Dollars) 1993 1992
<S> <C> <C>
CIGNA $ 1,409,243 $ 1,327,089
Aetna 543,882 543,230
Travelers 455,988 465,195
Prudential 249,747 224,129
Metropolitan Life 328,543 219,295
2,987,403 $ 2,778,938
Amount of the contracts $ 4,018 $ 3,318
allocable to the Plan
PAGE
<PAGE>
NOTE 4 - GAIN ON SALE OF INVESTMENTS
The Trustee uses the average cost method in determining the cost of securities
for purposes of calculating the gain or loss on the sale of securities. Gains
and losses of the Master Trust funds are allocated to the participating plans
based upon participation units at the month-end valuation date following the
sale. The gains recognized by the Master Trust funds and amounts allocable to
the Plan are as follows:
(Thousands of Dollars) Equity
Fund
<S> <C>
Proceeds from sale of $ 25,402
securities
Cost basis of securities 14,898
sold
Gain on sale $ 10,504
Amount of the gain $ 23
allocable to the Plan
NOTE 5 - REQUESTED DISTRIBUTIONS
The following is a summary of distributions requested by participants which had
not yet been paid at the respective plan year end:
</TABLE>
<TABLE><CAPTION>
November 30, November 30,
1993 1992
Dollars Units Dollars Units
<S> <C> <C> <C> <C>
Income Fund $ 57,107 12,487 $ 11,819 2,794
Equity Fund 7,072 783 113 14
These amounts are reflected as liabilities in the Plan's Form 5500.
The November 30, 1992 Statement of Financial Condition has been restated in
order to reflect requested distributions in the plan year in which paid.
PAGE
<PAGE>
</TABLE>
