SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
SUNDSTRAND CORPORATION
(Name of Issuer)
Common Stock, par value $.50 per share
(Title of Class of Securities)
86732310
(CUSIP Number)
John A. Levin (212) 332-8400
John A. Levin & Co., Inc. One Rockefeller Plaza
New York, New York 10020
(Name, address and telephone number of person
authorized to receive notices and communications)
December 13, 1994
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [X]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
<PAGE>
13D
CUSIP No. 86732310
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. John A. Levin & Co., Inc.
OF ABOVE PERSON 13-3134273
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 20,700
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 960,450
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 20,700
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 1,646,758
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,668,308
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 5.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA, BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 86732310
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. John A. Levin
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 20,700
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 960,450
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 20,700
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 1,646,758
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,668,308
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 5.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement on Schedule 13D ("Schedule 13D") is
being filed with respect to the common stock, par value $.50 per
share (the "Common Stock"), of SUNDSTRAND CORPORATION, a Delaware
corporation whose principal executive offices are located at 4949
Harrison Avenue, P.O. Box 7003, Rockford, Illinois 61125-7003
(the "Company").
Item 2. Identity and Background.
-----------------------
This Schedule 13D is being filed on behalf of (i) John
A. Levin & Co., Inc. ("Levin & Co."), a Delaware corporation and
(ii) John A. Levin, in each case, with respect to the shares of
Common Stock held by Levin & Co. for the accounts of its
investment advisory clients.
Levin & Co. is an investment adviser registered under
the Investment Advisers Act of 1940, as amended, and a broker-
dealer registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Its principal business is that of
an investment adviser. John A. Levin is President, director and
sole stockholder of Levin & Co.
The other directors and executive officers of Levin &
Co. are: (i) Elisabeth L. Levin, a director of Levin & Co., whose
principal occupation is corporate art consultant with Corporate
Art Directors, 41 East 57th Street, New York, New York 10022; and
(ii) Carol L. Novak, Secretary, Treasurer and a director of Levin
& Co.
The principal business address of Levin & Co., John A.
Levin and Carol L. Novak is One Rockefeller Plaza, 25th Floor,
New York, New York 10020. Mr. and Mrs. Levin and Ms. Novak are
each citizens of the United States.
None of the foregoing persons has, during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The source of funds for purchases of the Common Stock
reported by Levin & Co. was the accounts of Levin & Co.'s
advisory clients. The total amount of such funds is
$8,735,457.28, excluding commissions.
Item 4. Purpose of Transaction.
----------------------
The purpose of the acquisition of shares of Common
Stock by Levin & Co. is for investment. Levin & Co. intends to
review its holdings with respect to the Company on a continuing
basis. Depending on its evaluation of the Company's business and
prospects, and upon future developments (including, but not
limited to, market prices of the shares of Common Stock and
availability and alternative uses of funds; as well as conditions
in the securities markets and general economic and industry
conditions), Levin & Co. may acquire additional shares of Common
Stock or other securities of the Company, sell all or a portion
of its shares of Common Stock or other securities of the Company,
now owned or hereafter acquired, or maintain its position at
current levels.
Levin & Co. has informally expressed to management of
the Company that it believes the Company should consider certain
opportunities to increase stockholder value over both the short
and long term, including: (i) choosing a new CEO who can realize
the unique value in the Company's existing businesses and (ii)
using the Company's excess cash flow to buy back shares
aggressively while the Common Stock is, in Levin & Co.'s opinion,
at a considerable discount to its appropriate value. Levin & Co.
also believes that management should consider whether the
Company's present combination of two distinct businesses
(Aerospace and Industrial) impedes each business from realizing
the full market value it merits. Lastly, Levin & Co. recommends
an expanded stock option program benefiting management and
directors.
Except as described above, Levin & Co. has no present
plans or proposals which relate to, or would result in, any of
the matters enumerated in paragraphs (b) through (j), inclusive,
of Item 4 of Schedule 13D. Levin & Co. may, at any time and from
time to time, review or reconsider its position with respect to
the Company, and formulate plans or proposals with respect to any
of such matters.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the close of business on December 21, 1994,
Levin & Co. holds for the accounts of its investment advisory
clients, and thereby beneficially owns, within the meaning of
Rule 13d-3 under the Exchange Act, 1,668,308 shares of the Common
Stock representing approximately 5.2% of the outstanding shares
of Common Stock (based upon 32,221,562 shares of Common Stock
reported to be outstanding at October 31, 1994 in the Company's
quarterly report on Form 10-Q filed with the Securities and
Exchange Commission for the quarter ended September 30, 1994).
By virtue of John A. Levin's positions as President, director and
sole stockholder of Levin & Co., Mr. Levin may be deemed the
beneficial owner of the 1,668,308 shares of Common Stock held by
Levin & Co.
(b) Levin & Co. has the sole power to vote and dispose
of 20,700 shares of the Common Stock. Levin & Co. shares the
power to vote 960,450 shares of Common Stock owned by its
advisory clients and shares the power to dispose of 1,646,758
shares of Common Stock owned by its advisory clients. All such
powers of Levin & Co. may be exercised by John A. Levin.
(c) The trading dates, number of shares of Common Stock
purchased and average price per share for all transactions in the
Common Stock by Levin & Co. during the past 60 days are set forth
on Schedule A hereto. All such transactions were open market
transactions and were effected on the New York Stock Exchange.
(d) The shares of Common Stock held by Levin & Co. are
held for the benefit of its investment advisory clients. Each
such client has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities held in such person's account. No such client has any
of the foregoing rights with respect to more than 5% of the class
of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
Except as otherwise described herein, there are no
contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof and
between such persons and any person with respect to any
securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: December 22, 1994
JOHN A. LEVIN & CO., INC.
By: /s/ John A. Levin
-------------------------
John A. Levin, President
/s/ John A. Levin
-----------------------------
John A. Levin
<PAGE>
SCHEDULE A
Transactions in the Common Stock
<TABLE>
<CAPTION>
Date of No. of Shares Average
Transaction Purchased (Sold) Price Per Share
----------- ---------------- -----------------
<C> <C> <C>
10/21/94 78,700 $44.8750
10/28/94 1,760 $44.7500
11/04/94 300 $46.0000
11/07/94 4,900 $46.1250
11/08/94 3,200 $45.5073
11/09/94 400 $45.5000
11/15/94 500 $44.8125
11/23/94 (100) $43.7500
11/25/94 450 $43.3750
11/28/94 5,670 $43.0663
11/30/94 10,900 $43.0000
12/02/94 2,000 $42.5000
12/06/94 5,425 $42.7120
12/12/94 23,000 $41.5054
12/13/94 64,000 $42.1133
</TABLE>
