<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number 1-5358
SUNDSTRAND CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1840610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4949 Harrison Avenue
P.O. Box 7003
Rockford, Illinois 61125-7003
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (815) 226-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
the common
Title of each class stock and rights are registered
------------------- -------------------------------
Common stock - $.50 par value New York Stock Exchange
Common stock purchase rights Chicago Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified
date within 60 days prior to the date of filing.
$3,372,120,250 as of February 26, 1998.*
*For purposes of this calculation, the Registrant has assumed that
its directors and executive officers are affiliates.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
57,202,492 shares of common stock outstanding at February 26, 1998.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by
reference and the part of the Form 10-K into which the document is
incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933.
The listed documents should be clearly described for
identification purposes.
Document Form 10-K reference
- -------- -------------------
Portions of Registrant's Proxy Statement for Annual Part III
Meeting of Stockholders to be held April 21, 1998
==============================================================================
AMENDING PREVIOUSLY FILED FINANCIAL DATA SCHEDULES
<PAGE>
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
* * * * *
Page
No.
----
(a) 1. Consolidated Financial Statements Included in Part II
Management's Report..................................... 19
Independent Auditors' Report............................ 20
Consolidated Statement of Earnings, Years Ended
December 31, 1997, 1996, and 1995...................... 21
Consolidated Statement of Cash Flows, Years Ended
December 31, 1997, 1996, and 1995...................... 22
Consolidated Balance Sheet, December 31, 1997 and 1996.. 23
Consolidated Statement of Shareholders' Equity, Years
Ended December 31, 1997, 1996, and 1995................ 24
Information by Business Segment for the Years
Ended December 31, 1997, 1996, and 1995................ 25
Quarterly Results (Unaudited) for 1997 and 1996......... 26
Notes to Consolidated Financial Statements.............. 27
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(a) 2. Financial Statement Schedules
The schedules have been omitted, as the required information
is not applicable or not required.
(a) 3. Exhibits
(3) Articles of Incorporation and By-Laws
(a) Registrant's Restated Certificate of Incorporation as
effective December 19, 1991 (filed as Exhibit (3)(a)
to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, File No. 1-5358,
and incorporated herein by reference).
(b) Registrant's By-Laws, including all amendments, as
effective November 18, 1997. **
(4) Instruments Defining the Rights of Security Holders,
including Indentures
(a) Credit Agreement dated as of January 28, 1993, among
Registrant and seven banking institutions including
Morgan Guaranty Trust Company of New York, as Agent
(filed as Exhibit (4)(a) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1992, File No. 1-5358, and incorporated herein by
reference); Amendment No. 1 dated October 15, 1993,
and Amendment No. 2 dated October 31, 1994, to the
Credit Agreement (filed as Exhibit (4)(b) to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, File No. 1-5358, and
incorporated herein by reference); and Amendment No. 3
dated November 30, 1995, to the Credit Agreement
(filed as Exhibit (4)(c) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1995, File No. 1-5358, and incorporated herein by
reference); and Amended and Restated Credit Agreement
dated December 16, 1996, to the Credit Agreement
(filed as Exhibit 4(a) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996,
File No. 1-5358, and incorporated herein by reference).
(b) Second Amended and Restated Rights Agreement between
Registrant and Harris Trust and Savings Bank, as
Rights Agent, dated November 21, 1995 (filed as
Exhibit 1 to Registrant's Form 8-A/A (Amendment No. 2)
dated November 27, 1995, File No. 1-5358, and
incorporated herein by reference); and First Amendment
to Second Amended and Restated Rights Agreement, dated
February 20, 1996 (filed as Exhibit 1 to Registrant's
Form 8-A12B/A (Amendment No. 3) dated May 10, 1996,
File No. 1-5358, and incorporated herein by reference).
(c) Lease dated as of December 14, 1987, between
Registrant and Greyhound Real Estate Investment
Six, Inc. (filed as Exhibit (4)(f) to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, File No. 1-5358, and incorporated
herein by reference).
(d) Note Agreement of Registrant dated May 15, 1991
(filed as Exhibit (19)(c) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1991, File No. 1-5358, and incorporated herein by
reference); and Amendment effective December 31, 1991,
to the Note Agreement (filed as Exhibit (19)(c) to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992, File No. 1-5358,
and incorporated herein by reference).
(e) Note Agreement of Registrant dated October 31, 1991
(filed as Exhibit (4)(l) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1991, File No. 1-5358, and incorporated herein by
reference); and Amendment dated December 1, 1995, to
the Note Agreement (filed as Exhibit (4)(l) to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, File No. 1-5358, and
incorporated herein by reference).
(f) Note Agreement of Registrant dated December 2,
1991 (filed as Exhibit (4)(m) to Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1991, File No. 1-5358, and incorporated
herein by reference).
** Previously filed.
<PAGE>
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(g) Amendment dated December 11, 1995, to Registrant's
Note Agreement dated May 15, 1991, as amended
December 31, 1991, and to Registrant's Note Agreement
dated December 2, 1991 (filed as Exhibit (4)(n) to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, File No. 1-5358, and
incorporated herein by reference).
(10) Material Contracts
(a) Employment Agreement dated September 19, 1995,
between Registrant and Robert H. Jenkins, Registrant's
Chairman of the Board, President and Chief Executive
Officer, effective October 1, 1995 (filed as Exhibit
(10)(a) to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995, File No.
1-5358, and incorporated herein by reference). *
(b) Agreement dated June 19, 1988, between Registrant and
Paul Donovan, Registrant's Executive Vice President and
Chief Financial Officer, regarding Registrant's
repurchase of shares of restricted stock (filed as Exhibit
(10)(h) to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1989, File No.
1-5358, and incorporated herein by reference). *
(c) Form of Employment Agreement, including all
amendments thereto, between Registrant and each of
Paul Donovan, Registrant's Executive Vice President
and Chief Financial Officer; Patrick L. Thomas,
Registrant's Executive Vice President and Chief
Operating Officer, Industrial; Ronald F. McKenna,
Registrant's Executive Vice President and Chief
Operating Officer, Aerospace; Richard M. Schilling,
Registrant's Retired Vice President and General Counsel
and Secretary; and DeWayne J. Fellows, Registrant's
Vice President and Controller (filed as Exhibit
(10)(g) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992,
File No. 1-5358, and incorporated herein by reference). *
(d) Termination agreement dated June 7, 1996, between
Registrant and Robert J. Smuland (filed as Exhibit (1)
to Registrant's Current Report on Form 8-K dated
June 10, 1996, File No. 1-5358, and incorporated herein
by reference). *
(e) Termination agreement dated August 7, 1996, between
Registrant and James F. Ricketts (filed as Exhibit
(10)(a) to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996, File No.
1-5358, and incorporated herein by reference). *
(f) Registrant's Stock Incentive Plan effective
December 1, 1992 (filed as Exhibit (10)(l) to
Registrant's Annual Report for the fiscal year ended
December 31, 1992, File No. 1-5358, and incorporated
herein by reference). *
(g) Text of resolution adopted by the Board of Directors
of Registrant on April 18, 1995, amending Registrant's
Stock Incentive Plan (filed as Exhibit (10)(b) to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, File No. 1-5358, and
incorporated herein by reference). *
(h) First Amendment to Registrant's Stock Incentive
Plan effective as of November 19, 1996 (filed as
Exhibit 10(j) to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996,
File No. 1-5358, and incorporated herein by reference). *
(i) Registrant's Nonemployee Director Stock Option
Plan effective August 1, 1994 (filed as Exhibit A
to Registrant's Proxy Statement dated March 7, 1995,
File No. 1-5358, and incorporated herein by
reference). *
(j) Registrant's Nonemployee Director Compensation Plan
effective August 1, 1994 (filed as Exhibit B to
Registrant's Proxy Statement dated March 7, 1995,
File No. 1-5358, and incorporated herein by
reference). *
(k) First Amendment to Registrant's Nonemployee Director
Compensation Plan (now known as the Director
Compensation Plan) effective as of April 21, 1997. *
(l) Registrant's 1989 Restricted Stock Plan as adopted
April 20, 1989, by the stockholders of Registrant
(filed as Exhibit (10)(v) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1989, File No. 1-5358, and incorporated herein by
reference). *
* Management contract or compensatory plan.
<PAGE>
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(m) Registrant's 1982 Restricted Stock Plan as
adopted on April 15, 1982, by the stockholders
of Registrant, including all amendments through
April 16, 1986 (filed as Exhibit (10)(c) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1982, File No.
1-5358, and incorporated herein by reference). *
(n) Text of resolution adopted by the Board of
Directors of Registrant on April 17, 1986,
amending Registrant's 1982 Restricted Stock Plan
(filed as Exhibit (10)(c) to Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 1-5358, and
incorporated herein by reference). *
(o) Text of resolution adopted by the Board of
Directors of Registrant on August 7, 1990,
amending Registrant's 1982 and 1989 Restricted
Stock Plans (filed as Exhibit (19)(f) to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990, File No.
1-5358, and incorporated herein by reference). *
(p) Text of resolution adopted by the Board of
Directors of Registrant on July 16, 1989,
adopting a Director Emeritus Retirement Plan and
copy of such plan as effective July 20, 1989
(filed as Exhibit (10)(dd) to Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, File No. 1-5358, and
incorporated herein by reference). *
(q) First Amendment to Registrant's Director
Emeritus Retirement Plan effective as of April
21, 1997. * and **
(r) Text of resolution adopted by the Board of
Directors of Registrant on October 17, 1984,
establishing a 1984 Elected Officers' Loan
Program (filed as Exhibit (10)(i) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1984, File No.
1-5358, and incorporated herein by reference). *
(s) Text of resolution adopted by the Board of
Directors of Registrant on October 15, 1991,
amending the 1984 Elected Officers' Loan Program
(filed as Exhibit (10)(ff) to Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, File No. 1-5358, and
incorporated herein by reference). *
(t) Registrant's Management Stock Performance Plan
effective as of November 19, 1996 (filed as
Exhibit 10(t) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1996, File No. 1-5358, and incorporated herein by
reference). *
(u) Registrant's Supplemental Retirement plan
effective as of December 10, 1975, including all
amendments (filed as Exhibit 10(u) to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5358, and incorporated
herein by reference). *
(v) Registrant's Officer Performance Compensation
Plan effective as of January 1, 1997 (filed as
Exhibit A to Registrant's Proxy Statement dated
March 5, 1997, File No. 1-5358, and incorporated
herein by reference). *
(w) Amended and Restated Deferred Compensation Plan of
Registrant effective as of December 19, 1997. * and **
(x) Consulting Agreement dated April 15, 1997, between
Registrant and Don R. O'Hare, Registrant's retired
Chairman of the Board, effective April 15, 1997
(filed as Exhibit 10(a) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1997, File No. 1-5358, and incorporated herein by
reference). *
(y) Consulting agreement dated September 22, 1997,
between Registrant and Richard M. Schilling,
Registrant's retired Vice President, General Counsel
and Secretary, effective December 31, 1997. * and **
(21) Subsidiaries of Registrant **
(23) Consents of Experts and Counsel
(a) Consent of Independent Auditors (Ernst & Young LLP). **
(27) Financial Data Schedule **
* Management contract or compensatory plan.
** Previously filed.
<PAGE>
<Page 6>
(27.1) Restated Financial Data Schedule for the quarterly period
ended September 30, 1997
(27.2) Restated Financial Data Schedule for the year ended
December 31, 1996
(27.3) Restated Financial Data Schedule for the quarterly period
ended September 30, 1996
(99) Additional Exhibits
(a) Undertakings (filed as Exhibit (28)(a) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1982, File No.
1-5358, and incorporated herein by reference).
(b) Reports on Form 8-K
None
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)
Date: April 14, 1998 /s/ Mary Ann Hynes
-----------------------------
Mary Ann Hynes
Vice President and General
Counsel and Secretary
Date: April 14, 1998 /s/ DeWayne J. Fellows
-----------------------------
DeWayne J. Fellows
Vice President and Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE REGISTRANT'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE REGISTRANT'S FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
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THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE REGISTRANT'S FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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