AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1999
REGISTRATION NO. 333-77991-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED TECHNOLOGIES CORPORATION
(Exact name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 06-0570975
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
One Financial Plaza
Hartford, Connecticut 06101
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Sundstrand Corporation Director Compensation Plan
Sundstrand Corporation Management Stock Performance Plan
Sundstrand Corporation Nonemployee Director Stock Option Plan
Sundstrand Corporation Stock Incentive Plan
1999 Restricted Stock Plan
(Full Title of Plans)
-------------------------------
William H. Trachsel, Esq.
Senior Vice President, General Counsel and Secretary
United Technologies Corporation
One Financial Plaza
Hartford, Connecticut 06101
(Name and Address of Agent for Service)
(860) 728-7000
(Telephone Number, Including Area Code, of Agent for Service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ------------------------- ------------------------ ------------------------ -------------------------- ---------------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION FEE (3)
REGISTERED SHARE (1) (2)
- ------------------------- ------------------------ ------------------------ -------------------------- ---------------------
Common Stock, $1.00 par
value per share 2,900,000 $62.9375 $182,518,750 $22,682
- ------------------------- ------------------------ ------------------------ -------------------------- ---------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act of 1933,
as amended (the "Securities Act"), this estimate is based upon the average
of the high and low sale prices of Common Stock of the Registrant as
reported on the New York Stock Exchange Composite Index on June 10, 1999.
(2) This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the
Securities Act solely for the purpose of determining the filing fee. It is
not presently known how many shares of Common Stock of the Registrant will
be purchased under the plans listed above or at what price such shares will
be purchased.
(3) The filing fee with respect to 1,603,692 of the 2,900,000 shares of the
Registrant's Common Stock to be registered hereunder has been previously
paid in connection with the filing of the Registrant's Registration
Statement on Form S-4 (File No. 333-77991) with the Securities and Exchange
<PAGE>
Commission on May 7, 1999 and filing of the preliminary proxy materials of
Sundstrand Corporation with the Securities and Exchange Commission on March
31, 1999. Accordingly, the filing fee payable in connection with this
Registration Statement is based upon the remaining 1,296,308 shares of the
Registrant's Common Stock to be registered hereunder.
<PAGE>
United Technologies Corporation ("United Technologies" or the
"Registrant") hereby amends the Form S-4 by filing this Post-Effective Amendment
No. 1 on Form S-8 relating up to 2,900,000 shares of common stock, par value
$1.00 per share, of United Technologies ("United Technologies Common Stock"),
issuable by United Technologies in connection with the Sundstrand Corporation
Director Compensation Plan, the Sundstrand Corporation Management Stock
Performance Plan, the Sundstrand Corporation Nonemployee Director Stock Option
Plan, the Sundstrand Corporation Stock Incentive Plan and the 1989 Restricted
Stock Plan (collectively, the "Plans"). 1,603,692 of such shares of United
Technologies Common Stock were originally registered pursuant to the
Registration Statement on Form S-4 filed on May 7, 1999 (the "Form S-4").
On June 10, 1999, HSSail Inc., a Delaware corporation and a wholly
owned subsidiary of United Technologies ("Merger Sub"), merged (the "Merger")
with Sundstrand Corporation, a Delaware corporation ("Sundstrand"), pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February
21, 1999, among United Technologies, Merger Sub and Sundstrand. At the time the
Merger was consummated (the "Effective Time"), among other things, each share of
common stock of Sundstrand issued and outstanding immediately prior to the
Effective Time was converted into .5580 (the "Exchange Ratio") of a share of
United Technologies Common Stock and $35 in cash. Pursuant to the Merger
Agreement, the outstanding stock options and other equity awards granted under
the Plans are no longer exercisable for the common stock of Sundstrand but,
instead, are exercisable for United Technologies Common Stock and, if
applicable, cash. United Technologies Common Stock is substituted for common
stock of Sundstrand under the Plans at the Exchange Ratio or the option exchange
ratio, as applicable, as set forth in the Merger Agreement.
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The documents containing the information specified in this Part I with
respect to this Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 of United Technologies are kept on file at the offices of
United Technologies in accordance with Rule 428(b) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of the Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. United
Technologies will provide without charge to participants in the Plans, on the
written or oral re-
-1-
<PAGE>
quest of any such person, a copy of any or all of the documents constituting a
prospectus under Section 10(a) of the Securities Act. Written requests for such
copies should be directed to William H. Trachsel, Senior Vice President, General
Counsel and Secretary, United Technologies Corporation, One Financial Plaza,
Hartford, Connecticut 06101. Telephone requests may be directed to (860)
728-7000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by United Technologies with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) United Technologies' Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended to reflect UT Automotive as a
discontinued operation by United Technologies' Current Report on Form
8-K filed on June 11, 1999.
(b) United Technologies' Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1999.
(c) United Technologies' Current Reports on Form 8-K filed February 23,
1999, March 19, 1999, April 14, 1999, May 4, 1999 and June 11, 1999.
(d) Description of United Technologies Common Stock contained in United
Technologies' Registration Statement on Form S-3 filed May 1, 1997 and
in United Technologies' Form S-4 effective May 7, 1999, including any
amendment or report filed with the Commission for the purpose of
updating such description.
All documents subsequently filed by United Technologies pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
-2-
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of United Technologies Common Stock to be
issued in connection with the Plans is being passed upon for United Technologies
by William H. Trachsel, Senior Vice President, General Counsel and Secretary of
United Technologies. Mr. Trachsel owns shares of United Technologies common
stock and holds options to purchase additional shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation has the power to indemnify its officers, directors, employees
and agents (or persons serving in such positions in another entity at the
request of the corporation) against the expenses, including attorney's fees,
judgments, fines or settlement amounts actually and reasonably incurred by them
in connection with the defense of any action by reason of being or having been
directors or officers, if such person shall have acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action, had no reasonable cause
to believe the person's conduct was unlawful), except that if such action shall
be by or in the right of the corporation, no such indemnification shall be
provided as to any claim, issue or matter as to which such person shall have
been judged to have been liable to the corporation unless and to the extent that
the Court of Chancery of the State of Delaware, or another court in which the
suit was brought, shall determine upon application that, in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity.
As permitted by Section 102 of the DGCL, the Sundstrand Restated
Certificate of Incorporation provides that no director shall be liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as a director other than (i) for breaches of the director's duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for the unlawful payment of dividends or unlawful stock purchases or
redemptions under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Sundstrand By-laws provide that the Registrant shall indemnify its
directors, officers, employees, agents and fiduciaries (and persons serving in
such positions at another entity at the request of the Registrant) to the
fullest extent permitted by the DGCL.
Section 145 of the DGCL also provides that a corporation has the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation (or who was serving at
the request of the corporation in such position at another entity) against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under the DGCL. The Sundstrand By-laws provide that the Registrant may purchase
and maintain insurance in such
-3-
<PAGE>
amounts as the Sundstrand Board of Directors deems appropriate for any person
who is or was a director, officer, employee, agent or fiduciary of the
Registrant (or who is or was serving in such positions at another entity at the
request of the Registrant) for any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the Registrant has the power to indemnify him against such liability under
the provisions of the Sundstrand By-laws concerning indemnification. The
Registrant has purchased and maintains insurance on behalf of any person who is
or was a director or officer against loss arising from any claim asserted
against him and incurred by him in any such capacity, subject to certain
exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
-4-
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Sundstrand annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in
this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities 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 or controlling person of the Registrant of expenses
incurred or paid by a director, officer or 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 Securities Act and will be governed by the final adjudication
of such issue.
-5-
<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
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on
this 11th day of June, 1999.
UNITED TECHNOLOGIES CORPORATION
By: /s/ David J. FitzPatrick
Name: David J. FitzPatrick
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities indicated on June 11, 1999.
<TABLE>
<CAPTION>
<S> <C>
SIGNATURE TITLE
PRINCIPAL EXECUTIVE OFFICER:
Chairman, Director and Chief Executive Officer
*
- ------------------------------------------------
George David
PRINCIPAL FINANCIAL OFFICER:
/s/ David J. FitzPatrick Senior Vice President and Chief Financial Officer
- ------------------------------------------------
David J. FitzPatrick
PRINCIPAL ACCOUNTING OFFICER:
/s/ Jay L. Haberland Vice President -- Controller
- ------------------------------------------------
Jay L. Haberland
DIRECTORS:
* Director
- ------------------------------------------------
Antonia Handler Chayes
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SIGNATURE TITLE
* Director
- ------------------------------------------------
Jean-Pierre Garnier
* Director
- ------------------------------------------------
Pehr G. Gyllenhammar
* Director
- ------------------------------------------------
Karl J. Krapek
* Director
- ------------------------------------------------
Charles R. Lee
* Director
- ------------------------------------------------
Richard D. McCormick
* Director
- ------------------------------------------------
William J. Perry
* Director
- ------------------------------------------------
Frank P. Popoff
* Director
- ------------------------------------------------
Andre Villeneuve
* Director
- ------------------------------------------------
Harold A. Wagner
</TABLE>
* Pursuant to the Powers of Attorney included as Exhibit 24.1 to this
Amendment No.1 on Form S-8 to the Registration Statement on Form S-4.
* By: /s/ William H. Trachsel
--------------------------------
William H. Trachsel
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.1 Opinion of William H. Trachsel, Esq., Senior Vice President,
General Counsel and Secretary of the Registrant, as to the
legality of the shares of United Technologies Common Stock to
be issued in connection with the Plans.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of William H. Trachsel, Esq., Senior Vice President,
General Counsel and Secretary of the Registrant (included in
Exhibit 5.1).
24.1 Powers of Attorney.*
99.1 Sundstrand Corporation Director Compensation Plan effective
August 1, 1994 (filed as Exhibit B to Proxy Statement of
Sundstrand Corporation dated March 7, 1995, File No. 1-5358,
and incorporated herein by reference).
99.2 First Amendment to the Sundstrand Corporation Director
Compensation Plan effective April 21, 1998 (filed as Exhibit
10(k) to Annual Report on Form 10-K of Sundstrand Corporation
for the fiscal year ended December 31, 1997, File No. 1-5358,
and incorporated herein by reference).
99.3 Second Amendment to the Sundstrand Corporation Director
Compensation Plan effective as of December 8, 1998 (filed as
Exhibit 10(j) to the Annual Report on Form 10-K of Sundstrand
Corporation for the fiscal year ended December 31, 1999, File
No. 1-5358, and incorporated herein by reference).
99.4 Amendment and Restatement of the Sundstrand Corporation
Management Stock Performance Plan (filed as Exhibit 10(u) to
the Annual Report on Form 10-K of Sundstrand Corporation for
the fiscal year ended December 31, 1998, File No. 1-5358, and
incorporate herein reference).
99.5 First Amendment to the Sundstrand Corporation Amended and
Restated Management Stock Performance Plan effective January
15, 1999 (filed as Exhibit 10(v) to the Annual Report on Form
10-K of Sundstrand Corporation for the fiscal year ended
December 31, 1998, File No. 1-5358, and incorporated herein by
reference).
<PAGE>
99.6 The Sundstrand Corporation Nonemployee Director Stock Option
Plan effective August 1, 1994 (filed as Exhibit A to
Sundstrand's Proxy Statement dated March 7, 1995, File No.
1-5358, and incorporated herein by reference).
99.7 Text of resolution adopted by the Board of Directors of
Sundstrand Corporation on February 20, 1996, amending the
Sundstrand Corporation Nonemployee Director Stock Option Plan,
which amendment became effective April 16, 1996, upon
stockholder approval (filed as Exhibit 10(f) to the Annual
Report on Form 10-K of Sundstrand Corporation File No. 1-5358,
and incorporated herein by reference).
99.5 Second Amendment to the Sundstrand Corporation Nonemployee
Director Stock Option Plan effective as of December 8, 1998
(filed as Exhibit 10(g) to the Annual Report on Form 10-K of
Sundstrand Corporation for the fiscal year ended December 31,
1998, File No. 1-5358, and incorporated herein by reference).
99.9 Amendment and Restatement of the Sundstrand Corporation Stock
Incentive Plan effective September 22, 1998 (filed as Exhibit
10(g) to the Annual Report on Form 10-K of Sundstrand
Corporation for the fiscal year ended December 31, 1999, File
No. 1-5358, and incorporated herein by reference).
99.10 First Amendment to the Sundstrand Corporation Amended and
Restated Stock Incentive Plan effective January 15, 1999
(filed as Exhibit 10(d) to the Annual Report on Form 10-K of
Sundstrand Corporation for the fiscal year ended December 31,
1998, File No. 1-5358, and incorporated herein by reference).
99.11 1989 Restricted Stock Plan, as adopted April 20, 1989 by the
stockholders of Sundstrand Corporation (filed as Exhibit 10(v)
to Sundstrand Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, File No. 1-5358, and incorporated
herein by reference).
99.12 Text of resolution adopted by the Board of Directors of
Sundstrand Corporation on August 7, 1990, amending the 1985
Restricted Stock Plan (filed as Exhibit 19(f) to the Quarterly
Report on Form 10-Q of Sundstrand Corporation for the quarter
ended September 30, 1990, File No. 1-5358, and incorporated
herein by reference).
99.13 Text of resolution adopted by the Board of Directors of
Sundstrand Corporation on November 31, 1995, amending the 1989
Restricted Stock Plan (filed as Exhibit 10(m) to the Annual
Report on Form 10-K to Sundstrand Corporation for the fiscal
year ended December 31, 1998, File No. 1-5358, and
incorporated herein by reference).
<PAGE>
99.14 Third Amendment to the 1989 Restricted Stock Plan effective as
of June 1, 1998 (filed as Exhibit 10(n) to the annual Report
on Form 10-K of Sundstrand Corporation for the fiscal year
ended December 31, 1998, File No. 1-5358, and incorporated
herein by reference).
99.15 Fourth Amendment to the 1989 Restricted Stock Plan effective
as of September 22, 1998 (filed as Exhibit 10(o) to the Annual
Report on Form 10-K of Sundstrand Corporation for the fiscal
year ended December 31, 1998, File No. 1-5358, and
incorporated herein by reference).
99.16 Fifth Amendment to the 1989 Restricted Stock Plan, effective
as of January 15, 1999 (filed as Exhibit 10(p) to the Annual
Report on Form 10-K of Sundstrand Corporation for the fiscal
year ended December 31, 1998, File No. 1-5358, and
incorporated herein by reference).
* Previously filed as Exhibit 24.1 to the Registration Statement on Form S-4
filed on May 7, 1999 to which this Registration Statement on Form S-8 is
Amendment No. 1.
Exhibit 5.1
June 11, 1999
The Board of Directors
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Re: S-8 Registration Statement for Sundstrand Stock Based Plans
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed filing with
the Securities and Exchange Commission (the "Commission") on or about June 11,
1999, of Post-Effective Amendment No. 1 on Form S-8 (the "Amendment") to the
Registration Statement on Form S-4 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), in connection
with the registration of up to 2,900,000 shares of United Technologies
Corporation (the "Company") common stock, par value $1.00 per share (the
"Company Common Stock") in aggregate pursuant to the Sundstrand Corporation
Director Compensation Plan, the Sundstrand Corporation Management Stock
Performance Plan, the Sundstrand Corporation Nonemployee Director Stock Option
Plan, the Sundstrand Corporation Stock Incentive Plan (Amended and Restated) and
the 1989 Restricted Stock Plan (the "Plans"). The Company filed the Registration
Statement on May 7, 1999 in order to register shares of Company Common Stock, in
connection with the merger (the "Merger") of Sundstrand Corporation, a Delaware
corporation ("Sundstrand"), with and into HSSail Inc., a wholly owned subsidiary
of the Company and a Delaware corporation ("Merger Sub"), pursuant to the
Agreement and Plan of Merger, dated as of February 21, 1999, among the Company,
Merger Sub and Sundstrand (the "Merger Agreement"). The Merger was consummated
on June 10, 1999.
I have acted as Counsel to the Company in connection with certain
matters relating to the Merger and the substitution of shares of Company Common
Stock for shares of Sundstrand Corporation Common Stock under the Plans in
accordance with the Merger Agreement. I am familiar with the Corporate
proceedings relating to the Merger Agreement and have examined such documents
and considered such matters of law as I have deemed necessary in giving this
opinion. In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties.
As to any facts material to the opinion expressed herein which we have not
independently established or verified, I have relied upon statements and
representations of officers and other representatives of the Company and others.
<PAGE>
W.H. Trachsel
June 11, 1999
Page 2
I am admitted to the Bar of the State of Connecticut, and I do not
express any opinion as to the law of any jurisdiction except for the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that all
Shares to be offered and sold pursuant to the Plans that will be original issue
Shares have been duly authorized, and, upon issuance in accordance with the
terms of the Plans, will be validly issued, fully paid and non-assessable. I
hereby consent to the filing of this opinion as an Exhibit to the aforementioned
Amendment. In giving this opinion, however, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations of the Commissioner thereunder.
Very truly yours,
/s/ William H. Trachsel
-----------------------------
William H. Trachsel
Senior Vice President, General Counsel
and Secretary
WHT/pr
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 Post-Effective Amendment No. 1 to Form S-4 (Registration
No. 333-77991-01) for the Sundstrand Corporation Director Compensation Plan,
Sundstrand Corporation Nonemployee Director Stock Option Plan, the Sundstrand
Corporation Stock Incentive Plan, the Sundstrand Corporation Management Stock
Performance Plan and the 1989 Restricted Stock Plan of our report dated January
21, 1999, except for Note 16, as to which the date is May 20, 1999, relating to
the restated consolidated financial statements of United Technologies
Corporation, for the three years in the period ended December 31, 1998 included
in its Current Report on Form 8-K dated June 11, 1999, filed with the Securities
and Exchange Commission. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule which has been filed as Exhibit
99.2 of the aforementioned Current Report on Form 8-K.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PricewaterhouseCoopers LLP
Hartford, Connecticut
June 11, 1999
