UNITED TECHNOLOGIES CORP /DE/
424B2, 1998-07-31
AIRCRAFT ENGINES & ENGINE PARTS
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<PAGE>
                                                RULE NO. 424(b)(2)
                                                REGISTRATION NO. 033-46916
                                                                  33-40163
 
            PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 27, 1998
 
                                 $400,000,000
 
                                  UNITED
                            LOGO  TECHNOLOGIES
 
                        6.70% NOTES DUE AUGUST 1, 2028
 
                               ----------------
 
  Interest on the Notes is payable on February 1 and August 1 of each year,
commencing February 1, 1999. The Notes are not redeemable at the option of the
Company or repayable at the option of any holder prior to maturity, and will
not provide for any sinking fund.
 
  The Notes will be registered in the name of Cede & Co., as registered owner
and as nominee for The Depository Trust Company ("DTC"), New York, New York.
Beneficial interests in the Notes will be shown on, and transfers will be
effected only through, records maintained by DTC (with respect to its
participants' interests) and its participants. Except as described herein, the
Notes will not be issued in certificated form. Settlement for the Notes will
be made in immediately available funds. The Notes will trade in DTC's
Settlement System until maturity, and secondary market trading activity for
the Notes will therefore settle in immediately available funds. All payments
of principal and interest will be made by the Company in immediately available
funds. See "Description of the Notes".
 
                               ----------------
 
THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES AND
 EXCHANGE  COMMISSION  OR  ANY  STATE   SECURITIES  COMMISSION  NOR  HAS  THE
  SECURITIES  AND EXCHANGE  COMMISSION  OR ANY  STATE SECURITIES  COMMISSION
   PASSED UPON  THE ACCURACY OR  ADEQUACY OF THIS PROSPECTUS  SUPPLEMENT OR
    THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
     IS A CRIMINAL OFFENSE.
 
                               ----------------
 
<TABLE>
<CAPTION>
                                    INITIAL PUBLIC   UNDERWRITING  PROCEEDS TO
                                  OFFERING PRICE (1) DISCOUNT (2) COMPANY (1)(3)
                                  ------------------ ------------ --------------
<S>                               <C>                <C>          <C>
Per Note.........................       99.667%         0.875%        98.792%
Total............................    $398,668,000     $3,500,000   $395,168,000
</TABLE>
- --------
(1) Plus accrued interest, if any, from August 4, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
    liabilities, including liabilities under the Securities Act of 1933, as
    amended.
(3) Before deducting expenses payable by the Company estimated at $336,000.
 
                               ----------------
 
  The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Notes will be ready for delivery in book-entry form only through the
facilities of DTC, on or about August 4, 1998, against payment therefor in
immediately available funds.
 
GOLDMAN, SACHS & CO.
                         MERRILL LYNCH & CO.
                                                           SALOMON SMITH BARNEY
 
                               ----------------
 
           The date of this Prospectus Supplement is July 30, 1998.
<PAGE>
 
  CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
 
  This Prospectus Supplement and the documents incorporated by reference
herein contain forward-looking statements which reflect the Company's current
view (as of the date such forward-looking statement is made) with respect to
future events, prospects, projections or financial performance. Other written
or oral statements made by or on behalf of the Company may also include
forward-looking statements. All such forward-looking statements are subject to
uncertainties, risks and other factors that could affect the Company's
operations, products and markets and cause actual results, performance or
achievements of the Company to differ materially from those made, implied,
projected, forecasted or estimated by or in such forward-looking statements.
For information identifying economic, political, climatic, currency,
regulatory, technological, competitive and other important factors that may
affect the Company's operations, products and markets and could cause actual
results to vary materially from those anticipated in the forward-looking
statements, see the discussion included under the headings "Description of
Business by Industry Segment," "Other Matters Relating to the Corporation's
Business as a Whole" and "Legal Proceedings" in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997. These forward-looking
statements are based upon a series of projections and estimates regarding the
economy, the aerospace, building systems and automotive industries throughout
the world and the effects of federal, state and local regulations on the
industry in general and within the markets of the Company and its
subsidiaries.
 
                                  THE COMPANY
 
  The Company provides high technology products to the aerospace, building
systems and automotive industries throughout the world. The Company conducts
its business within five principal industry segments. The operating units of
the Company are grouped based upon the industry segment in which they
participate. The units participating in each industry segment and their
respective principal products are as follows:
 
  .  OTIS offers a wide range of elevators, escalators, moving walks and
     shuttle systems and related installation, maintenance and repair
     services; and modernization products and services for elevators and
     escalators.
 
  .  CARRIER provides heating, ventilating and air conditioning (HVAC)
     equipment for commercial, industrial and residential buildings; HVAC
     replacement parts and services; building controls; and commercial,
     industrial and transport refrigeration equipment.
 
  .  AUTOMOTIVE manufactures automotive electrical distribution systems; DC
     electric motors and actuators; motor driven cooling fan modules;
     electromechanical and electronic controls, switches and components;
     automotive interior trim systems and components; insulation and
     acoustical materials and systems; and automotive exterior trim.
 
  .  PRATT & WHITNEY provides large and small commercial and military jet
     engines, spare parts and product support; specialized engine maintenance
     and overhaul and repair services for airlines, air forces and corporate
     fleets; rocket engines and space propulsion systems; and industrial gas
     turbines.
 
  .  FLIGHT SYSTEMS is made up of Sikorsky and Hamilton Standard. Sikorsky
     offers military and commercial helicopters and maintenance services.
     Hamilton Standard offers engine and flight controls, propellers,
     environmental controls for aircraft, spacecraft and submarines, space
     life support systems, fuel cells and microelectronics.
 
                                      S-2
<PAGE>
 
  United Technologies Corporation was incorporated in Delaware in 1934. Unless
the context otherwise requires, "Company" means United Technologies
Corporation and its consolidated subsidiaries. The Company's principal
executive offices are located at United Technologies Building, One Financial
Plaza, Hartford, Connecticut, 06101, telephone (860) 728-7000.
 
  The Notes will be obligations of the Company and not of any segment, group
or subsidiary of the Company.
 
                              RECENT DEVELOPMENTS
 
  Consolidated revenues for the first six months of 1998 were $12.8 billion,
an increase of 3% over the same period of 1997, reflecting revenue growth at
Carrier, Pratt & Whitney and Flight Systems.
 
  Research and development expenses for the first six months of 1998 were $628
million, an increase of $41 million (7%) compared to 1997. The increase is due
to higher expenses in all segments, but principally Pratt & Whitney and UT
Automotive.
 
  Net income was $620 million for the first six months of 1998, a 17% increase
over $528 million for the same period of 1997. Net income for the first six
months of 1998 includes restructuring charges at Carrier and Otis and costs of
Pratt & Whitney's repurchase of a small interest from a participant in a
commercial engine program. These charges were partially offset by a gain at
Pratt & Whitney resulting from the settlement of a contract dispute with the
U.S. government.
 
  Net debt (total debt less cash) was $824 million and net debt to total
capitalization was 16% at June 30, 1998, compared with $320 million and 7%,
respectively at June 30, 1997. Debt to total capitalization was 26% at June
30, 1998, compared with 29% at June 30, 1997.
 
  Acquisitions in the first six months of 1998 totaled $434 million, including
Pratt & Whitney's investment in an overhaul and repair joint venture in
Singapore, Hamilton Standard's purchase of a French aerospace components
manufacturer and Carrier's investment in an air conditioning manufacturer in
the Philippines.
 
  During the first six months of 1998, the Company repurchased 3.1 million
shares of common stock for $277 million.
 
                                USE OF PROCEEDS
 
  The Company will use the net proceeds from the offering of the Notes for
general corporate purposes, including possible acquisitions and repurchases of
the Company's common stock.
 
                                      S-3
<PAGE>
 
              SELECTED CONSOLIDATED FINANCIAL DATA OF THE COMPANY
 
  The following tables contain selected consolidated financial information for
the Company for the periods presented. The statement of operations and balance
sheet data as of December 31, 1996 and 1997 and for each of the three years in
the period ended December 31, 1997 are included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, which is incorporated by
reference herein. See "Incorporation of Certain Documents by Reference" in the
accompanying Prospectus. The selected consolidated financial information for
the five years ended December 31, 1997 has been obtained from the consolidated
financial statements of the Company, which have been audited by
PricewaterhouseCoopers LLP. This financial information should be read in
conjunction with such consolidated financial statements and the notes thereto.
The selected financial information as of and for the six months ended June 30,
1997 and 1998 has been derived from unaudited financial statements of the
Company that in the opinion of the Company include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
results for such interim periods. The results of operations for the six months
ended June 30, 1998 are not necessarily indicative of future results. Certain
reclassifications have been made to prior year amounts to conform to the
current year presentation.
<TABLE>
<CAPTION>
                            SIX MONTHS
                               ENDED                      YEARS ENDED
                             JUNE 30,                    DECEMBER 31,
                          ----------------  -------------------------------------------
                           1998     1997     1997     1996     1995     1994     1993
                          -------  -------  -------  -------  -------  -------  -------
                                IN MILLIONS OF DOLLARS (EXCEPT RATIO DATA)
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>
STATEMENT OF OPERATIONS
 DATA
Revenues................  $12,776  $12,417  $24,713  $23,512  $22,802  $21,197  $21,081
Research and
 development............      628      587    1,187    1,122      963      978    1,137
Segment operating profit
 margins................      9.5%     8.8%     8.9%     8.5%     7.9%     7.4%     6.2%
Net income..............      620      528    1,072      906      750      585      487
<CAPTION>
                          AS OF JUNE 30,              AS OF DECEMBER 31,
                          ----------------  -------------------------------------------
                           1998     1997     1997     1996     1995     1994     1993
                          -------  -------  -------  -------  -------  -------  -------
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>
BALANCE SHEET DATA
Working capital.........  $ 1,931  $ 2,581  $ 1,937  $ 2,398  $ 2,395  $ 1,799  $   902
Total assets............   17,458   17,031   16,719   16,745   15,958   15,624   15,618
Long-term debt,
 including current
 portion................    1,321    1,472    1,398    1,534    1,747    2,041    2,179
Total debt..............    1,542    1,733    1,615    1,785    2,041    2,443    2,959
  Debt to total
   capitalization.......       26%      29%      28%      29%      34%      39%      45%
Net debt (total debt
 less cash).............      824      320      860      658    1,141    2,057    2,538
  Net debt to total
   capitalization.......       16%       7%      17%      13%      22%      35%      41%
ESOP preferred stock,
 net....................      452      441      450      434      398      339      176
Shareowners' equity.....    4,291    4,333    4,073    4,306    4,021    3,752    3,598
</TABLE>
 
 
<TABLE>
<CAPTION>
                                        YEARS ENDED DECEMBER 31,
                              -------------------------------------------------
                                  TOTAL REVENUES          OPERATING PROFITS
                              -------------------------  ----------------------
                               1997     1996     1995     1997    1996    1995
                              -------  -------  -------  ------  ------  ------
<S>                           <C>      <C>      <C>      <C>     <C>     <C>
BUSINESS SEGMENT FINANCIAL
 DATA
Otis........................  $ 5,548  $ 5,595  $ 5,287  $  465  $  524  $  511
Carrier.....................    6,056    5,958    5,456     458     422     354
UT Automotive...............    2,987    3,233    3,061     173     196     180
Pratt & Whitney.............    7,402    6,201    6,170     816     637     530
Flight Systems..............    2,804    2,596    2,899     301     244     220
Corporate items and elimina-
 tions......................      (84)     (71)     (71)    (23)    (21)      2
Total segment...............  $24,713  $23,512  $22,802  $2,190  $2,002  $1,797
</TABLE>
 
                                      S-4
<PAGE>
 
                           DESCRIPTION OF THE NOTES
 
  The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions of Debt
Securities set forth under the heading "Description of Debt Securities" in the
accompanying Prospectus, to which description reference is hereby made.
Capitalized terms not otherwise defined herein shall have the meanings given
to them in the Prospectus. For purposes of this section, the "Company" means
United Technologies Corporation and not its consolidated subsidiaries.
 
  The Notes will be limited to $400 million aggregate principal amount and
will mature on August 1, 2028. The Notes will be issued only in book-entry
form in denominations of $1,000 and integral multiples thereof. The Notes will
bear interest at the rate per annum shown on the cover of this Prospectus
Supplement from August 4, 1998 or from the most recent Interest Payment Date
to which interest has been paid or provided for, payable semiannually on
February 1 and August 1 of each year, commencing February 1, 1999, to the
person in whose name a Note (or any predecessor Note) is registered at the
close of business on January 15 or July 15, as the case may be, next preceding
such Interest Payment Date. The Notes are not redeemable at the option of the
Company or repayable at the option of any holder prior to maturity and will
not provide for any sinking fund.
 
  The Notes are subject to defeasance and covenant defeasance by the Company
if certain conditions are satisfied. See "Description of Debt Securities--
Defeasance and Covenant Defeasance" in the accompanying Prospectus.
 
BOOK-ENTRY SYSTEM
 
  The Notes will be issued in the form of one or more fully registered global
securities (the "Global Securities") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depositary")
and registered in the name of the Depositary's nominee. Except as set forth
below, the Global Securities may be transferred, in whole and not in part,
only to the Depositary or a nominee of the Depositary.
 
  The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary was created to hold
securities of institutions that have accounts with the Depositary or its
nominee ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including
the Underwriters), banks, trust companies, clearing corporations and certain
other organizations, some of whom (and/or their representatives) own the
Depositary. DTC is owned by a number of its participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depositary's book-entry
system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. The Depositary agrees with and
represents to its participants that it will administer its book-entry system
in accordance with its rules and bylaws and requirements of law. The rules
applicable to DTC and its participants are on file with the Commission.
 
  Upon the issuance of a Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts
of the Notes represented by such Global Securities to the accounts of
participants. The accounts to be credited shall be designated by the
Underwriters. Ownership of beneficial interests in the Global Securities will
be limited to participants or persons that may hold interests through
participants. Ownership of interests in the Global Securities will be shown on
and the transfer of those ownership interests will be effected only through,
records maintained by the Depositary (with respect to participants' interests)
and such participants (with
 
                                      S-5
<PAGE>
 
respect to the owners of beneficial interests in the Global Securities through
such participants). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to transfer
beneficial interests in the Global Securities.
 
  So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Securities, the Depositary or such nominee, as the case
may be, will be considered the sole owner and holder of the related Notes for
all purposes of such Notes and for all purposes under the Indenture. Except as
set forth below, owners of beneficial interests in the Global Securities will
not be entitled to have the Notes represented by such Global Securities
registered in their names, will not receive or be entitled to receive physical
delivery of certificated Notes in definitive form and will not be considered
to be the owners or holders of any Notes under the Indenture or the Global
Securities. Accordingly, each person owning a beneficial interest in the
Global Securities must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder of
Notes under the Indenture or the Global Securities. The Company understands
that under existing industry practice, in the event it requests any action of
holders of Notes or an owner of a beneficial interest in the Global Securities
desires to take any action that the Depositary, as the holder of the Global
Securities, is entitled to take, the Depositary would authorize the
participants to take such action, and that the participants would authorize
beneficial owners owning through such participants to take such action or
would otherwise act upon the instructions of beneficial owners owning through
them.
 
  Payment of principal and interest on Notes represented by the Global
Securities registered in the name of or held by the Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner and holder of the Global Securities.
 
  The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Securities, will credit
immediately participants' accounts with payment in amounts proportionate to
their respective beneficial interests in the principal amount of the Global
Securities as shown on the records of the Depositary. The Company also expects
that payments by participants to owners of beneficial interests in the Global
Securities held through such participants will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants. None of the Company
(including, without limitation, The State Street Bank and Trust Company, as
Paying Agent and/or Securities Registrar), the Trustee or any agent of the
Company or the Trustee will have any responsibility or liability for any
aspect of the records relating to, or payments made on account of, beneficial
ownership interests in the Notes or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or for any other
aspect of the relationship between the Depositary and its participants or the
relationship between such participants and the owners of beneficial interests
in the Global Securities owning through such participants.
 
  Unless and until they are exchanged in whole or in part for certificated
Notes in definitive form, the Global Securities may not be transferred except
as a whole by the Depositary to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary.
 
  A Global Security representing Notes is exchangeable for definitive Notes in
registered form, of like tenor and of an equal aggregate principal amount,
only if (a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Security or the Depositary ceases to
be a clearing agency registered under the Exchange Act, (b) the Company in its
sole discretion determines that such Global Security shall be exchangeable for
definitive Notes in registered form, or (c) there shall have occurred and be
continuing an Event of Default with respect to the Notes. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable
 
                                      S-6
<PAGE>
 
in whole for definitive Notes in registered form, of like tenor and of an
equal aggregate principal amount, and in authorized denominations. Such
definitive Notes shall be registered in the name or names of such person or
persons as the Depositary shall instruct the Trustee. It is expected that such
instructions may be based upon directions received by the Depositary from its
participants with respect to ownership of beneficial interests in such Global
Security.
 
                                 UNDERWRITING
 
  Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of such Underwriters has severally agreed
to purchase, the principal amount of Notes set forth opposite its name below:
 
<TABLE>
<CAPTION>
                                                                    PRINCIPAL
                                                                      AMOUNT
                                UNDERWRITER                          OF NOTES
                                -----------                        ------------
    <S>                                                            <C>
    Goldman, Sachs & Co........................................... $134,000,000
    Merrill Lynch, Pierce, Fenner & Smith
          Incorporated............................................  133,000,000
    Salomon Brothers Inc .........................................  133,000,000
                                                                   ------------
      Total....................................................... $400,000,000
                                                                   ============
</TABLE>
 
  Under the terms and conditions of the Underwriting Agreement and the Pricing
Agreement, the Underwriters are obligated to take and pay for all the Notes if
any are taken.
 
  The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.50% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.25% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
 
  The Notes are a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on a national
securities exchange. The Company has been advised by the Underwriters that the
Underwriters intend to make a market in the Notes, but they are not obligated
to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the
Notes.
 
  In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Notes; and short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Notes
than they are required to purchase from the Company in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions
allowed to broker-dealers in respect of the securities sold in the offering
may be reclaimed by the Underwriters if such Notes are repurchased by the
Underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Notes, which
may be higher than the price that might otherwise prevail in the open market;
and these activities, if commenced, may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
 
                                      S-7
<PAGE>
 
  The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended.
 
  In the ordinary course of their respective businesses, the Underwriters and
their affiliates have engaged, and may in the future engage in, investment
banking and/or commercial banking transactions with the Company.
 
                             VALIDITY OF THE NOTES
 
  The validity of the Notes will be passed upon for the Company by Shearman &
Sterling, New York, New York and for the Underwriters by Sullivan & Cromwell,
New York, New York.
 
                                      S-8
<PAGE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
 
                                 ------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
                             PROSPECTUS SUPPLEMENT
<S>                                                                         <C>
The Company................................................................ S-2
Recent Developments........................................................ S-3
Use of Proceeds............................................................ S-3
Selected Consolidated Financial Data of the Company........................ S-4
Description of the Notes................................................... S-5
Underwriting............................................................... S-7
Validity of the Notes...................................................... S-8
                                   PROSPECTUS
Available Information......................................................   2
Incorporation of Certain Documents by Reference............................   2
The Company................................................................   3
Ratio of Earnings to Fixed Charges.........................................   3
Use of Proceeds............................................................   4
Description of Debt Securities.............................................   4
Description of Debt Warrants...............................................  16
Description of Currency Warrants...........................................  18
Description of Stock-Index Warrants........................................  22
Plan of Distribution.......................................................  25
Validity of the Securities.................................................  26
Experts....................................................................  26
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                  $400,000,000

                                            UNITED
                                      LOGO  TECHNOLOGIES
 
 
                                  6.70% NOTES
                               DUE AUGUST 1, 2028
 
 
                               ----------------
 
                             PROSPECTUS SUPPLEMENT
 
                               ----------------
 
 
 
                              GOLDMAN, SACHS & CO.
 
                              MERRILL LYNCH & CO.
 
                              SALOMON SMITH BARNEY
 
 
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


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