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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12B/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNDSTRAND CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 36-1840610
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(State of incorporation or IRS Employer Identification
organization) Number)
4949 Harrison Avenue
P.O. Box 7003
Rockford, Illinois 61125-7003
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. []
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. []
Securities to be registered pursuant to Section 12(g) of the Act:
None
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The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Application
for Registration on Form 8-A dated April 18, 1986 (as amended
December 18, 1987, and November 21, 1995), as set forth in the
pages attached hereto.
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 of Form 8-A is hereby amended and supplemented as follows:
The information set forth in the First Amendment to the
Second Amended and Restated Rights Agreement, dated as of February
20, 1996, a copy of which is filed as Exhibit (1) hereto, is
incorporated herein by reference.
Item 2. Exhibits.
Item 2 of Form 8-A is hereby amended and supplemented as follows:
Exhibit (1) -- First Amendment to Second Amended and Restated
Rights Agreement, between Sundstrand Corporation
and Harris Trust and Savings Bank, as Rights Agent,
dated as of February 20, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 3 to
its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUNDSTRAND CORPORATION
(Registrant)
Dated: May 10, 1996 By: /s/ Richard M. Schilling
__________________________________
Name: Richard M. Schilling
Title: Vice President and General
Counsel and Secretary
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EXHIBIT INDEX
Page in Sequentially
Exhibit Description Numbered Copy
(1) First Amendment to Second
Amended and Restated Rights
Agreement, between Sundstrand
Corporation and Harris Trust and
Savings Bank, as Rights Agent,
dated as of February 20, 1996.
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Exhibit (1)
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
This First Amendment (the "Amendment"), dated as of
February 20, 1996, to the Second Amended and Restated Rights
Agreement, dated as of November 21, 1995 (the "Agreement"), is
entered into by and between Sundstrand Corporation, a Delaware
corporation (the "Company"), and Harris Trust and Savings Bank,
as Rights Agent (the "Rights Agent").
The Company and the Rights Agent agree as follows:
1. Section 1(f) of the Agreement is hereby amended in
its entirety to read as follows:
(f) "Common Stock" shall mean the Common Stock, $.50 par
value, of the Company, except that "Common Stock" when
used with reference to stock issued by any Person other
than the Company shall mean the capital stock with the
greatest voting power, or the equity securities or other
equity interest having power to control or direct the
management of such Person or, if such Person is a
subsidiary or another Person, of the Person which
ultimately controls such first-mentioned Person and which
has issued and outstanding such capital stock, equity
securities or equity interests.
2. Section 11(n) of the Agreement is hereby amended in
its entirety to read as follows:
(n) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at
any time after the Amendment Date and prior to the
Distribution Date (i) declare a dividend on the
outstanding shares of Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock,
(iii) combine the outstanding Common Stock into a smaller
number of shares or (iv) issue any shares of its capital
stock in a reclassification of the outstanding Common
Stock, the number of Rights associated with each share of
Common stock then outstanding, or issued or delivered
thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights
thereafter associated with each share of Common Stock
following any such event shall equal the result obtained
by multiplying the number of Rights associated with each
share of Common Stock immediately prior to such event (or,
in the event that any adjustment is made in connection
with such event by reason of Section 11(i), after such
adjustment) by a fraction the numerator of which shall be
the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the<PAGE>
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denominator of which shall be the total number of shares
of Common Stock outstanding immediately following the
occurrence of such event.
3. The first full paragraph of the text of Exhibit A is
hereby amended in its entirety to read as follows:
This certifies that __________, or
registered assigns, is the registered owner of
the number of Rights set forth above, each of
which entitles the owner thereof, subject to
the terms, provisions and conditions of the
Second Amended and Restated Rights Agreement,
dated as of November 21, 1995 (the "Rights
Agreement"), between Sundstrand Corporation, a
Delaware corporation (the "Company"), and
Harris Trust and Savings Bank, a national
banking association (the "Rights Agent"), to
purchase from the Company at any time after
the Distribution Date (as such term is defined
in the Rights Agreement) and prior to 5:00
P.M. (Chicago time) on May 11, 2006, at the
principal office of the Rights Agent in
__________, one fully paid, non-assessable
share of the Common Stock, $.50 par value (the
"Common Stock"), of the Company, at a purchase
price of $200 per share (the "Purchase
Price"), upon presentation and surrender of
this Rights Certificate with the appropriate
Form of Election to Purchase duly executed.
The number of Rights evidenced by this Rights
Certificate (and the number of shares which
may be purchased upon exercise thereof) set
forth above, and the Purchase Price set forth
above, are the number and Purchase Price as of
November 21, 1995 based on the Common Stock of
the Company as constituted at such date.
4. Notwithstanding anything to the contrary contained herein,
this First Amendment shall be effective prior to the two-
for-one stock split in the form of a 100% stock
distribution on the issued shares of Common Stock of the
Company as declared by the Company's Board of Directors on
February 20, 1996, such that any adjustments contemplated
under terms of the Agreement as amended by this First
Amendment to reflect a stock split shall be made to
reflect the said stock split declared by the Company's
Board of Directors on February 20, 1996.<PAGE>
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested as of the day and year
first above written.
Attest: SUNDSTRAND CORPORATION
By: /s/ William R. Coole By: /s/ Richard M. Schilling
_________________________ __________________________
William R. Coole Richard M. Schilling
Associate General Counsel Vice President and General
and Assistant Secretary Counsel and Secretary
Attest: HARRIS TRUST AND SAVINGS BANK
By: /s/ Edward A. Gurgul By: /s/ Wendy Ryter Gimbel
________________________ _________________________
Name: Edward A. Gurgul Name: W. A. Ryter
Title: Trust Officer Title: Trust Officer
