<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 1995
SUNDSTRAND CORPORATION
____________________________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 1-5358 36-1840610
____________________________ ________________ ____________________________
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
4949 Harrison Avenue
P.O. Box 7003
Rockford, Illinois 61125-7003
________________________________________ ______________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (815) 226-6000
1<PAGE>
<PAGE> 2
Item 5. Other Events.
On November 21, 1995, the Board of Directors of Sundstrand Corporation
adopted the Second Amended and Restated Rights Agreement, which amends and
supersedes the Amended and Restated Rights Agreement, dated as of
December 4, 1987. Among other things, the amendments increase the
purchase price of the Rights from $150 to $200 and extend the final
expiration date of the Rights from May 11, 1996, to May 11, 2006.
The information set forth in the press release, dated November 21,
1995, the form of Second Amended and Restated Rights Agreement, dated
as of November 21, 1995, and the form of letter to stockholders with
attachments dated as of November 27, 1995, copies of which are set
forth herein as Exhibits (1), (2) and (3) respectively, are incorporated
herein by reference.
Item 7. Exhibits.
Exhibit (1) -- Press Release of Sundstrand Corporation,
dated November 21, 1995.
Exhibit (2) -- Form of Second Amended and Restated Rights
Agreement, between Sundstrand Corporation
and Harris Trust and Savings Bank, as Rights
Agent, dated as of November 21, 1995 (filed
as Exhibit (1) to Registrant's Application
for Registration on Form 8-A12B/A (Amendment
No. 2) dated November 27, 1995).
Exhibit (3) -- Form of Letter to Stockholders of Sundstrand
Corporation, dated as of November 27, 1995,
with attachments.
2<PAGE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SUNDSTRAND CORPORATION
(Registrant)
Dated: November 27, 1995 By: /s/ Richard M. Schilling
_______________________________
Name: Richard M. Schilling
Title: Vice President, General
Counsel and Secretary
3<PAGE>
<PAGE> 4
EXHIBIT INDEX
Page in Sequentially
Exhibit Description Numbered Copy
_______ ___________ ____________________
(1) Press Release of
Sundstrand Corporation,
dated November 21, 1995.
(2) Form of Amended and
Restated Rights Agreement,
between Sundstrand Corporation
and Harris Trust and Savings Bank,
as Rights Agent, dated as of
November 21, 1995 (filed as
Exhibit (1) to Registrant's
Application for Registration on
Form 8-A12B/A (Amendment No. 2)
dated November 27, 1995).
(3) Form of Letter to Stockholders
of Sundstrand Corporation,
dated as of November 27, 1995,
with attachments.
4<PAGE>
<PAGE> 5
Exhibit (1)
SUNDSTRAND CORPORATION NEWS RELEASE
CORPORATE OFFICES, 4949 HARRISON AVENUE, P.O. BOX 7003, ROCKFORD, ILLINOIS
61125-7003, PHONE (815) 226-6000, TWX 910-631-4255, TELEX 25-7440
CONTACT: Brad Considine FOR IMMEDIATE RELEASE
(815) 226-6245 November 21, 1995
SUNDSTRAND AMENDS SHAREHOLDER RIGHTS PLAN
ROCKFORD, Ill. -- The Board of Directors of Sundstrand
Corporation today approved amendments to Sundstrand's Shareholder
Rights Plan that will extend the expiration date of the rights
from May 11, 1996, to May 11, 2006, and increase the exercise
price of the rights from $150 to $200. Under the plan as
amended, if any person or group becomes the beneficial owner of
20% or more of the common stock of Sundstrand, then upon payment
of the exercise price of $200, the holder of each right will be
entitled to purchase shares of Sundstrand's common shares having
a market value of twice the right's exercise price. The Company
believes that the extension and increase of the exercise price
will help ensure that the plan remains effective in preserving
the Company's long-term value for its shareholders.
"The Board of Directors has decided to extend the plan because
it enhances the ability of all Sundstrand shareholders to realize
the long-term value of their investment in the Company," said
Richard Schilling, Vice President, General Counsel and Secretary.
"The increase of the exercise price also serves this goal. The
plan is not designed to prevent a takeover, but to encourage a
buyer to negotiate appropriately with the Board of Directors
prior to attempting a takeover. The plan provides additional
flexibility to our Board in responding to the negative effects of
abusive share-accumulation tactics such as 'greenmail' and 'two-
tier' takeover attempts and tender offers that do not offer an
- m o r e -<PAGE>
<PAGE> 6
- 2 -
adequate price to all shareholders." The amendments are
described in more detail in a letter that is being mailed to all
Sundstrand shareholders.
Sundstrand Corporation, with 1994 sales of $1,373 million, is an
international market leader in the design, manufacture and sale
of a variety of proprietary, technology-based components and
subsystems for aerospace (52 percent of 1994 sales) and
industrial (48 percent of 1994 sales) markets. Sundstrand's
common stock is listed on the New York, Chicago, and Pacific
Stock Exchanges under the symbol SNS.
# # #<PAGE>
<PAGE> 7
Exhibit (3)
SUNDSTRAND CORPORATION
CORPORATE OFFICES, 4949 HARRISON AVENUE, P.O. BOX 7003, ROCKFORD, ILLINOIS
61125-7003, PHONE (815) 226-6000, FACSIMILE 815-226-2699
November 27, 1995
Dear Fellow Stockholders:
Your Board of Directors has adopted the Second Amended and
Restated Rights Agreement (the "Amended Rights Plan"), which
amends and updates certain provisions of the First Amended and
Restated Rights Agreement entered into on December 4, 1987 (the
"Rights Plan"). The First Amended Plan, in turn, updated the
original agreement entered into between Sundstrand Corporation
and The First National Bank of Chicago on April 18, 1986 (the
"Original Rights Plan"). Rights were distributed under the
Original Rights Plan on May 12, 1986, to record shareholders and
have been distributed with respect to all shares issued
thereafter. The Rights are presently represented by, and
transferred with, the common stock certificates.
The Amended Rights Plan contains two principal amendments:
(i) extension of the final expiration date of the Rights from May
11, 1996, to May 11, 2006; and (ii) increase of the exercise
price from $150 to $200. We are enclosing with this letter a
more complete description of these principal amendments and a
summary of the Amended Rights Plan. This letter summarizes our
reasons for extending and amending the Rights Plan.
In adopting the Original Rights Plan and the Rights Plan,
the Board of Directors sought to offer additional protection to
shareholders from attempts to acquire control of Sundstrand at an
inadequate price. The Original Rights Plan and the Rights Plan
also addressed some of the abusive takeover tactics which
unfairly pressure shareholders and squeeze them out of their
investment without giving them any real choice, thereby depriving
them of the full value of their shares. We decided to extend the
Rights Plan for another ten years, from May 1996 to May 2006, to
ensure that the Board continues to have the ability to protect
your interests against these abusive practices. At the same
time, we decided to increase the exercise price in order to
provide additional protection to the full value of your equity
investment in Sundstrand, while not foreclosing a fair
acquisition bid for Sundstrand.<PAGE>
<PAGE> 8
Shareholder Rights Plan
November 27, 1995
Page 2
The Amended Rights Plan is not intended to prevent a takeover
of the Company or proxy contests and will not do so. Rather, it is
designed to ensure that all shareholders receive fair and equal
treatment in a takeover and to provide the Board with needed
flexibility in responding to abusive takeover tactics. In addition,
the Amended Rights Plan will not interfere with an acquisition of
Sundstrand approved by the Board because the Rights are redeemable
before the acquisition of 20% of Sundstrand common stock and
thereafter under certain circumstances, including in connection with
a sale of Sundstrand to anyone other than the 20% shareholder.
Your Board was aware when it acted that some people have
advanced arguments that shareholder rights plans in general deter
legitimate acquisition proposals. We carefully considered these
views prior to approving the Original Rights Plan, the Rights Plan
and the Amended Rights Plan. In each case, we concluded that the
arguments are speculative and do not justify leaving shareholders
without this protection against unfair treatment by an acquiror --
who, after all, is seeking its own advantage, not yours.
The Amended Rights Plan will not weaken the financial strength
of Sundstrand or interfere with its business plans. The adoption of
the Amended Rights Plan will not affect reported earnings per share
and will not change the way in which the common stock is traded.
Your Board and management remain enthusiastic about the
potential for Sundstrand, and continue to be committed to serving
your best interests as shareholders and preserving the long-term
value of your investment in Sundstrand.
Sincerely,
SUNDSTRAND CORPORATION
/s/ Don R. O'Hare
Don R. O'Hare
Chairman of the Board
DRO/mml
Enclosure<PAGE>
<PAGE> 9
SUMMARY OF PRINCIPAL AMENDMENTS
TO SUNDSTRAND CORPORATION'S RIGHTS PLAN
1. Final Expiration Date
The final expiration date of the Rights Plan has been
extended from May 11, 1996 to May 11, 2006.
2. Exercise Price
The exercise price of the rights has been increased from
$150 to $200, subject to certain adjustments described in the Rights
Plan. The exercise price determines the extent of dilution that
occurs when the rights are triggered, and is typically fixed at a
price estimated to be the fair value of a company's common stock at
the end of the 10-year life of a rights plan. Generally, the
exercise price is set between 2 and 5 times the current market price
of a company's common stock. In 1986, Sundstrand set the original
exercise price at $150, which was approximately three times the then
current market price per share of common stock. The updated $200
exercise price represents approximately three times the current
market price per share of common stock.<PAGE>
<PAGE> 10
SUNDSTRAND CORPORATION
SECOND AMENDED SUMMARY OF RIGHTS TO PURCHASE
COMMON STOCK
On April 17, 1986, the Board of Directors of Sundstrand
Corporation (the "Company") declared a dividend distribution of
one Right for each outstanding share of common stock, $1.00 par
value (the "Common Stock"), of the Company to shareholders of
record at the close of business on April 28, 1986 (the "Record
Date"). The Company thereupon entered into a Rights Agreement
(dated as of April 18, 1986) with the First National Bank of
Chicago as Rights Agent. The distribution of Rights pursuant to
the Rights Agreement was effected on May 12, 1986. On
December 4, 1987 (the "Amendment Date"), the Board of Directors
resolved to amend and restate the Rights Agreement, and such
amendments became effective by agreement with the Rights Agent.
On November 21, 1995 (the "Second Amendment Date"), the Board of
Directors resolved to amend and restate the Rights Agreement, and
such amendments became effective by agreement with the Rights
Agent. Except as set forth below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one
share of Common Stock at a price of $200 per share (the "Purchase
Price"), subject to adjustment. The description and terms of the
Rights are set forth in the Second Amended and Restated Rights
Agreement (the "Rights Agreement") between the Company and Harris
Trust and Savings Bank as Rights Agent.
The Rights are now attached to all Common Stock certificates
representing shares currently outstanding, and no separate Right
certificates have been distributed. Until the earlier to occur
of (i) ten days following a public announcement that, without the
prior consent of the Company, a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of securities
having 20% or more of the voting power of all outstanding voting
securities of the Company (the date of said public announcement
being the "Stock Acquisition Date") or (ii) ten days following
the commencement of (or a public announcement of an intention to
make) a tender offer or exchange offer which would result in any
person or group and related persons becoming an Acquiring Person,
without the prior consent of the Company (the earlier of such
dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by such Common Stock
certificate together with this Summary of Rights. The Rights
Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with Common Stock certificates.
From as soon as practicable after the Second Amendment Date and
until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Stock certificates issued after the
Second Amendment Date upon transfer or new issuance of the Common
Stock will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any
certificates for Common Stock outstanding (with or without this
Summary of Rights attached) will also constitute the transfer of
the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the<PAGE>
<PAGE> 11
-2-
Distribution Date, separate certificates evidencing the Rights
(the "Rights Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the
Distribution Date, and the separate Rights Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on May 11, 2006 unless earlier redeemed by
the Company as described below.
The Purchase Price payable, and the number of shares of the
Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the grant to holders of the Common Stock of
certain rights or warrants to subscribe for Common Stock, certain
convertible securities or securities having the same or more
favorable rights, privileges and preferences as the Common Stock
at less than the current market price of the Common Stock or
(iii) upon the distribution to holders of the Common Stock of
evidences ofindebtedness or assets (excluding regular periodic
cash dividends at a rate not in excess of 125% of the rate of the
last cash dividend therefore paid and dividends payable in Common
Stock) or of subscription rights or warrants (other than those
referred to above).
In the event that after a Stock Acquisition Date, (i) the
Company consolidates with, or merges into, another entity, (ii)
any other entity consolidates with, or merges into the Company
(other than, in the case of either transaction described in (i)
and (ii), certain reorganization transactions), or (iii) the
Company sells, mortgages or otherwise transfers 50% or more of
its assets or earning power (in one transaction or a series of
transactions), proper provision shall be made so that each holder
of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring company
or, in certain cases, its affiliated company (or, in the event
there is more than one acquiring company, the acquiring company
receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a
market value of two times the exercise price of the Right (such
right being called the "Flip-Over Right").
In the event that a person becomes the beneficial owner of
securities having a 20% or more of the voting power of all then
outstanding voting securities of the Company (unless pursuant to
a tender or exchange offer for all outstanding shares of Common
Stock at a price and on terms determined by at least a majority
of the members of the Board of Directors who are not officers of
the Company to be adequate and otherwise in the best interests of
the Company and its constituents, including shareholders), proper
provision shall be made so that each holder of a Right will have
the right to receive upon exercise that number of shares (or
fractional shares) of Common Stock (or shares, or units of shares
of preferred stock or other equity securities of the Company
having at least the same value and voting rights as the Common
Stock) having a market value of two times the exercise price of
the Right, subject to the availability of a sufficient number of
authorized but unissued shares (such right being called the "Flip-
In Right"). The holder of a Right will continue to have the Flip-
Over Right whether or not such holder exercises the Flip-In
Right.<PAGE>
<PAGE> 12
-3-
Upon the occurrence of the event giving rise to the
exercisability of the Flip-In Right, any Rights that are or were
at any time owned by an Acquiring Person on or after the time the
Acquiring Person becomes such shall become void insofar as they
relate to the Flip-In Right. Upon the occurrence of any of the
events giving rise to the exercisability of the Flip-Over Right,
any Rights that were acquired after December 4, 1987 by an
Acquiring Person engaging in any of such transactions or
receiving the benefit thereof on or after the time the Acquiring
Person becomes such shall become void insofar as they relate to
the Flip-Over Right. However, Rights held by an Acquiring Person
as of December 4, 1987 shall continue to be exercisable insofar
as they relate to the Flip-Over Right.
With certain exceptions, no adjustments in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractions
of shares will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of the exercise.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the
Rights, the Company may redeem the rights in whole, but not in
part, at a price of $.10 per Right (the "Redemption Price"),
which redemption shall be effective upon the action of the Board
of Directors. Additionally, the Company may thereafter redeem
the then outstanding Rights in whole, but not in part, at the
Redemption Price provided that such redemption is incidental to a
merger, or other business combination transaction or series of
transactions involving the Company but not involving an Acquiring
Person or any person who was an Acquiring Person or, following an
event giving rise to the Flip-In Right, if and for as long as an
Acquiring Person beneficially owns securities representing less
than 20% of the voting power of the Company's voting securities.
The redemption of Rights described in the preceding sentence
shall be effective only after 20 days prior notice. Upon the
effective date of the redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to an amendment
to the Company's Registration Statement on Form 8A. A copy of
the Rights Agreement is available free of charge from the Rights
Agent, Harris Trust and Savings Bank. This summary description
of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
