<PAGE>
As filed with the Securities and Exchange Commission on December 24, 1996
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)
UT AUTOMOTIVE SAVINGS PLAN
FOR HOURLY MANAGEMENT REPRESENTED EMPLOYEES
(Full title of the Plan)
WILLIAM H. TRACHSEL, Esq.
Secretary
United Technologies Building
Hartford, Connecticut 06101
(860) 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 Price Fee
Common Stock (2) 10,000 $66.25 $662,500 $201.00
shares (3)
(1) Estimated solely for the purpose of calculating the registration fee, based,
in accordance with Rule 457(h)(i), on the average of the high and low prices
reported on the New York Stock Exchange, Inc. on December 19, 1996.
(2) Includes an indeterminate number of participation units in the UT Automotive
Savings Plan For Hourly Management Represented Employees (the "Plan") which
pursuant to Rule 457(h)(2) are being registered hereby at no additional fee.
(3) Pursuant to Rule 416 the number of shares registered hereunder includes such
additional number of shares of Common Stock and Rights as are required to
prevent dilution resulting from stock splits, stock dividends or similar
transactions affecting the Common Stock of the Registrant.<PAGE>
<PAGE>
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, 1995;
(2) the Quarterly Reports on Form 10-Q of the Corporation filed with the
Commission for the quarters ended March 31, June 30 and September 30, 1996;
(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 of 1934 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 or the Plan 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 consist of participation interests
("Units") in the Plan and shares of Common Stock, $5.00 par value of the
United Technologies Corporation, to be issued who direct that 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, 1995 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102 of the General Corporation Law of Delaware, the
Corporation has adopted a provision in its Certificate of Incorporation
eliminating or limiting the personal liability of its directors for monetary
damages to the Corporation or its stockholders for any breach of their fiduciary
duties as directors of the Corporation, except for their liability due to (1)
breach of loyalty to the Corporation, (2) acts or omissions not in good faith or
which involve international misconduct or a knowing violation of law, (3) any
transaction from which the director derived an improper personal benefit or (4)
any payment of unlawful dividends or unlawful stock repurchases or redemptions.<PAGE>
<PAGE>
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify any person who is or was a party to any actual or
threatened legal action, whether criminal or civil, because of his service as an
officer, director or agent of the corporation against judgments, fines,
settlement payments, and expenses reasonably and actually incurred by him, if he
acted in good faith and in a manner he reasonably believed to be in the best
interests of the corporation and, with respect to any criminal action, had no
reasonable cause to believe was unlawful, and, with respect to any legal action
in the right of the corporation itself, if the court in which the legal action
is brought (or the Delaware Court of Chancery) determines that despite the
adjudication of liability, he is fairly and reasonably entitled to such
indemnity as the court may deem proper. Section 7.5 of the Corporation's Bylaws
provides that the Corporation shall indemnify its officers, directors,
employees, fiduciaries and agents (and their heirs and legal representatives) to
the full extent permitted by Delaware law.
ITEM 8. EXHIBITS
See Exhibit Index
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: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) 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.
Provided, however, that clauses (I) and (ii) of this section do not apply
if the information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 and each filing of the annual report of the Plan
pursuant to Section 15(d) 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.<PAGE>
<PAGE>
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 24th day
of December, 1996.
UNITED TECHNOLOGIES CORPORATION
By s\Stephen F. Page\s
(Stephen F. Page, Executive Vice President
and Chief Financial Officer)
By s\Jay L. Haberland\s
(Jay L. Haberland, Vice President-Controller)
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 24th day of December, 1996.
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>
CHARLES R. LEE* Director<PAGE>
(Charles R. Lee)
ROBERT H. MALOTT*
(Robert H. Malott) Director
FRANK P. POPOFF*
(Frank P. Popoff) 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>
Pursuant to the requirements of the Securities Act of 1933, the Pension
Administration Committee of United Technologies Corporation has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on December 24,
1996.
UT AUTOMOTIVE SAVINGS PLAN FOR HOURLY
MANAGEMENT REPRESENTED EMPLOYEES
By s/Daniel P. O'Connell/s
Daniel P. O'Connell (Corporate Director,
Employee Benefits and Human Resource Systems)<PAGE>
<PAGE>
EXHIBIT INDEX
Page
5 --Opinion of Counsel as to the legality of the
securities
to be registered.
24(a) --Consent of Price Waterhouse, LLP.
24(b) --The consent of counsel is contained in Exhibit 5.
25 --Powers of Attorney.<PAGE>
<PAGE>
December 24, 1996
The Board of Directors
United Technologies Corporation
United Technologies Building
One Financial Plaza
Hartford, CT 06101
Re: S-8 Registration Statement for the UT Automotive Savings Plan for
Hourly Management Represented Employees
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed filing with the
Securities and Exchange Commission on December 24, 1996 of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, in
connection with the offering of 10,000 shares of Common Stock, par value $5
per share (the "Shares") and participation interests (the "Units") to be
issued under the Corporation's UT Automotive Savings Plan for Hourly
Management Represented Employees (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 will be purchased by the Plan Trustee in the open market and do not
constitute original issue Shares. It is my opinion that Units will be
credited to the accounts of participants in accordance with the provisions
of the Plan. 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<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 for the UT Automotive Savings Plan for Hourly Management
Represented Employees of our report dated January 24, 1996, which appears on
Page 28 of the 1995 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, 1995.
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
December 23, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, CHARLES R. LEE constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, ROBERT F. DEE constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, PEHR G. GYLLENHAMMAR constitutes and
appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL,
and JAY L. HABERLAND, 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 a
Registration Statement under the Securities Act of 1933, as amended,
with respect to the offer and sale of securities pursuant to the terms
of the UT Automotive Savings Plan for Hourly, Management-Represented
Employees as in effect on the date hereof and as it may be amended
from time to time (the "Plan") and, specifically, in connection with
the offer to Plan participants of the right to acquire shares of
Common Stock under the Plan, and any related 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, 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<PAGE>
Date: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, CHARLES W. DUNCAN, JR. constitutes and
appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL,
and JAY L. HABERLAND, 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 a
Registration Statement under the Securities Act of 1933, as amended,
with respect to the offer and sale of securities pursuant to the terms
of the UT Automotive Savings Plan for Hourly, Management-Represented
Employees as in effect on the date hereof and as it may be amended
from time to time (the "Plan") and, specifically, in connection with
the offer to Plan participants of the right to acquire shares of
Common Stock under the Plan, and any related 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, 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.<PAGE>
Date: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, ROBERT F. DANIELL constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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: December 3, 1996<PAGE>
PAGE
<PAGE>
POWER OF ATTORNEY
The undersigned, ANTONIA HANDLER CHAYES constitutes and
appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL,
and JAY L. HABERLAND, 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 a
Registration Statement under the Securities Act of 1933, as amended,
with respect to the offer and sale of securities pursuant to the terms
of the UT Automotive Savings Plan for Hourly, Management-Represented
Employees as in effect on the date hereof and as it may be amended
from time to time (the "Plan") and, specifically, in connection with
the offer to Plan participants of the right to acquire shares of
Common Stock under the Plan, and any related 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, 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<PAGE>
Date: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, FRANK P. POPOFF constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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/Frank P. Popoff/s
Frank P. Popoff
Date: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, HOWARD H. BAKER constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, GEORGE DAVID constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, H. A. WAGNER constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, JACQUELINE G. WEXLER constitutes and
appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL,
and JAY L. HABERLAND, 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 a
Registration Statement under the Securities Act of 1933, as amended,
with respect to the offer and sale of securities pursuant to the terms
of the UT Automotive Savings Plan for Hourly, Management-Represented
Employees as in effect on the date hereof and as it may be amended
from time to time (the "Plan") and, specifically, in connection with
the offer to Plan participants of the right to acquire shares of
Common Stock under the Plan, and any related 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, 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<PAGE>
Date: December 3, 1996<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned, ROBERT H. MALOTT constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and JAY L.
HABERLAND, 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 a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
offer and sale of securities pursuant to the terms of the UT
Automotive Savings Plan for Hourly, Management-Represented Employees
as in effect on the date hereof and as it may be amended from time to
time (the "Plan") and, specifically, in connection with the offer to
Plan participants of the right to acquire shares of Common Stock under
the Plan, and any related 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, 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: December 3, 1996<PAGE>
<PAGE>
