<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SUNDSTRAND CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 36-1840610
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)
P.O. BOX 7003 MARY ANN HYNES
4949 HARRISON AVENUE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ROCKFORD, ILLINOIS 61125-7003 SUNDSTRAND CORPORATION
(815) 226-6000 P.O. BOX 7003
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE 4949 HARRISON AVENUE
NUMBER, ROCKFORD, ILLINOIS 61125-7003
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL (815) 226-6305
EXECUTIVE (NAME, ADDRESS, INCLUDING ZIP CODE, AND
OFFICES) TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
</TABLE>
Copy to:
EDWARD S. BEST
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603
(312) 782-0600
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SECURITY(1) PRICE(1) FEE
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Debt Securities(2)....... $100,000,000(3) 100% $100,000,000(3) $27,800
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</TABLE>
(1) Estimated in accordance with Rule 457 solely for purposes of determining the
registration fee.
(2) A registration statement (No. 333-00801) registering $150,000,000 of the
Company's debt securities was previously filed and a registration fee of
$51,724 was previously paid in connection therewith.
(3) Or, if debt securities are issued (i) with original issue discount, such
greater aggregate principal amount as shall result in an aggregate initial
offering price of $100,000,000 or (ii) with a principal amount denominated
in a foreign currency or currency unit, such principal amount as shall
result in an aggregate offering price equivalent to $100,000,000 at the time
of the offering.
------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
constituting a part of this Registration Statement also relates to $150,000,000
principal amount of Debt Securities, registered by the Registrant under the
Securities Act of 1933 in Registration Statement No. 333-00801.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED NOVEMBER 9, 1998
PROSPECTUS
$250,000,000
SUNDSTRAND CORPORATION
DEBT SECURITIES
------------------------
Sundstrand Corporation may offer and sell in one or more offerings its debt
securities up to a total principal amount or initial purchase price of
$250,000,000. The debt securities may be offered in one or more separate series
on terms to be determined at the time of sale. The debt securities may be
offered directly to purchasers or through agents, dealers or underwriters or a
syndicate of underwriters. We will provide specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
------------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1998
<PAGE> 3
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf process, we may sell the debt securities described in
this prospectus in one or more offerings up to a total principal amount or
initial purchase price of $250,000,000. This prospectus provides you with a
general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading WHERE YOU CAN FIND MORE INFORMATION.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
Our reports, proxy statements and other information may also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005; the Chicago Stock Exchange, Incorporated, 440 South LaSalle
Street, Chicago, Illinois 60605; and the Pacific Stock Exchange Incorporated,
301 Pine Street, San Francisco, California 94104.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede the information included and/or
incorporated by reference in this prospectus. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell
all of the debt securities.
- - Annual Report on Form 10-K for the year ended December 31, 1997;
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998; and
- - Current Report on Form 8-K filed January 21, 1998.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Sundstrand Corporation
P.O. Box 7003
4949 Harrison Avenue
Rockford, Illinois 61125-7003
(815) 226-6000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
THE COMPANY
We are engaged in the design, manufacture and sale of a variety of
proprietary, technology-based components and sub-systems for diversified
international aerospace and industrial markets. Our mechanical, hydromechanical,
electromechanical and electronic products require significant research,
development engineering and processing expertise. We employ approximately 10,700
people and have manufacturing facilities in ten states and Puerto
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Rico and in England, France, Germany, Singapore, China and India. Our principal
offices are located at 4949 Harrison Avenue, Rockford, Illinois 61125-7003.
USE OF PROCEEDS
Unless we specify otherwise in the applicable prospectus supplement, the
net proceeds from the sale of the debt securities will be used for general
corporate purposes, including working capital, capital expenditures, possible
acquisitions of, or investments in, businesses and assets, the possible
repurchase of our securities and the repayment of indebtedness. We have not
allocated a specific portion of the net proceeds for any particular use at this
time. Until we apply the net proceeds for specific purposes, we may invest such
net proceeds in marketable securities.
RATIO OF EARNINGS
TO FIXED CHARGES
The following is our consolidated ratio of earnings to fixed charges for
each of the years in the five-year period ended December 31, 1997, and the
nine-month periods ended September 30, 1997, and 1998.
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
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1998 1997 1997 1996 1995 1994 1993
----- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of
Earnings to
Fixed Charges....... 10.0 9.2 9.5 6.4 4.5 5.3 3.9
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of income before income taxes and fixed charges (excluding
capitalized interest). Fixed charges consist of interest on all indebtedness,
amortization of debt discount and expense, and one-third of rental expense
(which is deemed representative of the interest factor).
DESCRIPTION OF DEBT SECURITIES
GENERAL
We provide information to you about the debt securities in up to three
separate documents that progressively provide more detail:
1 This Prospectus
General information that may or may not apply to each series of debt
securities.
2 The Prospectus Supplement
More specific than the prospectus, and to the extent information differs
from the prospectus, you should rely on the different information in this
document.
3 The Pricing Supplement
To the extent not contained in the prospectus supplement, provides final
details about a specific series or tranche of debt securities. To the
extent information differs from the prospectus or the prospectus
supplement, you should rely on the different information in this
document.
The debt securities will be issued under an indenture (we refer to the
indenture, as supplemented from time to time, as the "Indenture") between the
Company and The First National Bank of Chicago, as trustee (the "Trustee"). The
following summary of certain provisions of the debt securities and the Indenture
is not complete and is subject to the detailed provisions of the Indenture. We
have filed a copy of the Indenture as an exhibit to the Registration Statement.
Whenever particular provisions or defined terms in the Indenture are referred to
in this prospectus, such provisions or defined terms are incorporated by
reference in this prospectus. Section references used in this prospectus are
references to the Indenture.
The debt securities will be our direct, unsecured obligations. The debt
securities will rank on a parity with all our other unsecured and unsubordinated
indebtedness.
The Indenture does not limit the amount of the debt securities and provides
that the debt securities may be issued from time to time in one or more series.
(Section 2.01)
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Unless we indicate otherwise in the applicable prospectus supplement, the
debt securities will be issued in fully registered form only, without coupons,
in denominations of $1,000 and any integral multiple thereof. Principal of and
premium, if any, and interest, if any, will be payable, and the debt securities
may be transferred or exchanged without payment of any charge (other than any
tax or other governmental charge payable in connection therewith), at the office
or agency of the Trustee in New York, New York.
The applicable prospectus supplement will include specific terms relating
to the offering. These terms will include some or all of the following:
- - the designation and aggregate principal amount of the debt securities;
- - the percentage of the principal amount at which the debt securities will be
issued;
- - the date or dates on which the debt securities will mature;
- - the rate or rates (which may be fixed or variable), if any, at which the debt
securities will bear interest, and the date from which any such interest will
accrue;
- - the dates on which any interest will be payable;
- - the currency or currency unit in which the debt securities are issuable and
payable;
- - any terms for redemption or for sinking fund payments;
- - any provisions for defeasance or covenant defeasance;
- - whether the debt securities will be represented by one or more global
securities and, if so, the method of transferring beneficial interests in the
global securities; and
- - other specific terms associated with the debt securities. (Section 2.01)
Debt securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount securities will be
described in the applicable prospectus supplement. "Original Issue Discount
Security" means any security which provides for the declaration of acceleration
of the maturity of an amount less than the principal amount of the security upon
the occurrence of an Event of Default and the continuation of an Event of
Default. (Section 1.01)
CERTAIN COVENANTS OF THE COMPANY
Limitation on Secured Debt. The Indenture provides that, so long as any of
the debt securities remain outstanding, the Company will not, nor will it permit
any Restricted Subsidiary (which term is defined below) to issue, assume or
guarantee any indebtedness for money borrowed (referred to in this prospectus as
"Debt") if such Debt is secured by a mortgage, security interest, pledge, lien
or other encumbrance (referred to in this prospectus as a "mortgage") upon any
Principal Property (which term is defined below), or on any shares of stock or
indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness are now owned or subsequently acquired) without
in any such case effectively providing that the debt securities (together with,
if the Company determines, any other indebtedness of or guaranteed by the
Company or such Restricted Subsidiary ranking equally with the debt securities
then existing or subsequently created) will be secured equally and ratably with
such Debt so long as such Debt will be so secured, except that the foregoing
restrictions will not apply to:
- - mortgages on property, shares of stock or indebtedness (referred to in this
prospectus as "property") of any corporation existing at the time such
corporation becomes a Restricted Subsidiary;
- - mortgages on property existing at the time of acquisition thereof or mortgages
to secure all or part of the purchase price of such property or to secure Debt
incurred prior to, at the time of, or within 180 days after, the later of the
acquisition, completion of construction or commencement of commercial
operation of such property for the purpose of financing the purchase price of
such property or construction or improvements on such property, provided that
the mortgage will
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not apply to property previously owned by the Company or any Restricted
Subsidiary other than real property substantially unimproved for the use
intended by the Company or such Restricted Subsidiary;
- - mortgages on property of a Restricted Subsidiary securing Debt owing to the
Company or another Restricted Subsidiary;
- - mortgages on property of a corporation existing at the time such corporation
is merged into or consolidated with the Company or a Restricted Subsidiary or
at the time of a sale, lease or other disposition of the properties of a
corporation or firm as an entirety or substantially as an entirety to the
Company or a Restricted Subsidiary, provided that any such mortgages do not
attach to or affect property previously owned by the Company or such
Restricted Subsidiary;
- - mortgages on property owned or leased by the Company or a Restricted
Subsidiary in favor of the United States of America, any State, any other
country, or any political subdivision of any of the foregoing or in favor of
the holders of securities issued by any such entity, pursuant to any contract
or statute (including mortgages to secure Debt of the pollution control or
industrial revenue bond type) or to secure any indebtedness incurred for the
purpose of financing the cost of construction of the property subject to such
mortgages;
- - mortgages existing at the date of the Indenture;
- - certain landlords' liens;
- - mortgages to secure partial, progress, advance or other payments or any Debt
incurred for the purpose of financing all or part of the purchase price or
cost of construction, development or substantial repair, alteration or
improvement of the property subject to such mortgage if the commitment for
such financing is obtained within one year after the later of completion of or
the placing into operation of such constructed, developed, repaired, altered
or improved property;
- - mortgages arising in connection with contracts with or made at the request of
the United States, any State, or any department, agency or instrumentality of
any of the foregoing;
- - mechanics' and similar liens arising in the ordinary course of business in
respect of obligations not due or being contested in good faith;
- - mortgages arising from deposits with or the giving of any form of security to
any governmental authority required as a condition to the transaction of
business or exercise of any privilege, franchise or license;
- - mortgages for taxes, assessments or governmental charges or levies not yet
delinquent or which, if delinquent, are being contested in good faith;
- - mortgages (including judgment liens) arising from legal proceedings being
contested in good faith and, in the case of judgment liens, so long as
execution thereof is stayed; or
- - any extension, renewal or replacement (or successive extensions, renewals, or
replacements), in whole or in part, of any mortgage referred in any the
foregoing bullet points.
Notwithstanding the above, the Company and its Restricted Subsidiaries may,
without securing the debt securities, issue, assume or guarantee Debt which
would otherwise be subject to the foregoing restrictions, provided that after
giving effect thereto the aggregate amount of such Debt then outstanding (not
including secured Debt permitted under the foregoing exceptions) at such time
does not exceed 10% of the Consolidated Net Tangible Assets (as defined in the
Indenture) of the Company as calculated on the basis of its latest consolidated
quarterly financial statements. (Section 4.05)
Limitation on Sale and Leaseback Transactions. Sale and leaseback
transactions by the Company or any Restricted Subsidiary of any Principal
Property (except for temporary leases for a term of not more than three years
and except for leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries) are prohibited unless: (a) the Company or such
Restricted Subsidiary would be entitled to issue, assume or guarantee Debt
secured by the Principal Property involved at least equal in amount to the
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Attributable Debt (as defined below) in respect of such transaction without
equally and ratably securing the debt securities (provided that such
Attributable Debt will thereupon be deemed to be Debt subject to the provisions
of Sections 4.05), or (b) an amount in cash equal to such Attributable Debt is
applied to the retirement (other than any mandatory retirement) of long-term
non-subordinated Debt of the Company or long-term Debt of a Restricted
Subsidiary. Attributable Debt is defined as the present value (discounted at an
appropriate rate) of the obligation of a lessee for rental payments during the
remaining term of any lease. (Section 4.06)
Consolidation or Merger. The Indenture generally permits a consolidation
or merger between us and another corporation. It also permits the sale by us of
all or substantially all of our property and assets. If this happens, the
remaining or acquiring corporation will assume all of our responsibilities and
liabilities under the Indentures including the payment of all amounts due on the
debt securities and performance of the covenants in the Indenture.
However, we will only consolidate or merge with or into any other
corporation or sell all or substantially all of our assets according to the
terms and conditions of the Indenture. The remaining or acquiring corporation
will be substituted for us in the Indenture with the same effect as if it had
been an original party to the Indenture. Thereafter, the successor corporation
may exercise our rights and powers under the Indenture, in our name or in its
own name. Any act or proceeding required or permitted to be done by our Board of
Directors or any of our officers may be done by the board or officers of the
successor corporation. If we sell all or substantially all of our assets, we
will be released from all our liabilities and obligations under the Indenture
and under the debt securities. (Section 11.01)
CERTAIN DEFINITIONS
The term "Subsidiary" means any corporation which is consolidated in the
Company's accounts and any corporation of which at least a majority of the
outstanding voting stock is directly or indirectly owned by the Company.
(Section 1.01)
The term "Restricted Subsidiary" means any Subsidiary (other than a
Subsidiary principally engaged in certain types of leasing and financing
activities):
(1) substantially all the property of which is located in the United
States,
(2) which owns a Principal Property, and
(3) in which the Company's direct or indirect investment exceeds 2% of
the consolidated assets of the Company. (Section 1.01)
The term "Principal Property" means any manufacturing plant or facility
which is located in the United States and is owned by the Company or any
Restricted Subsidiary, unless our Board of Directors (or a committee thereof)
declares that the plant or facility, together with all other plants and
facilities previously so declared, is not of material importance to our total
business. (Section 1.01)
EVENTS OF DEFAULT
An "Event of Default" with respect to any series of debt securities will
mean any of the following:
- - failure to pay interest on any debt securities for 30 days;
- - failure to pay principal of or any premium on any debt securities when due, or
failure to pay any sinking fund payment with respect to any debt securities;
- - failure to perform any of the other covenants or agreements in the Indenture
relating to debt securities of that series that continues for 60 days after
notice to the Company by the Trustee or holders of at least 25% in aggregate
principal amount of Stated Maturity of the debt securities of such series then
outstanding;
- - certain events of bankruptcy, insolvency or reorganization of the Company; or
- - default under other indebtedness of the Company for borrowed money having
unpaid principal in excess of the greater of (1) $10,000,000 or (2) 2% of the
Company's Consolidated Net Tangible Assets, which indebtedness will be or
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be declared due prior to the date it would otherwise become due and payable
and such acceleration not being rescinded or annulled within 60 days after
notice to the Company by the Trustee or holders of at least 25% in aggregate
principal amount at Stated Maturity of the debt securities of such series then
outstanding. (Section 6.01)
Additional Events of Default may be prescribed for the benefit of holders
of certain series of debt securities. (Section 10.01) The Indenture provides
that the Trustee will, with certain exceptions, notify the holders of debt
securities of each series of any Event of Default known to it within 90 days
after the occurrence thereof. (Section 6.07)
If an Event of Default for any series of debt securities occurs and
continues, the Trustee or the holders of at least 25% in aggregate principal
amount of debt securities of such series then outstanding may declare the
principal amount (or, if the debt securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the debt securities of that series to be due
and payable immediately. If this happens, subject to certain conditions, the
holders of a majority in aggregate principal amount at Stated Maturity of the
debt securities of such series then outstanding can void the declaration.
(Sections 6.01 and 6.06)
Other than its duties in case of an Event of Default, the Trustee is not
obligated to exercise any of the rights or powers in the Indenture at the
request or direction of any of the holders of that series, unless such holders
offer the Trustee reasonable security or indemnity. (Sections 7.01 and 7.02) If
they provide this reasonable security or indemnity, the holders of a majority in
aggregate principal amount at Stated Maturity of the debt securities of each
series affected by an Event of Default and then outstanding will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under the Indenture or exercising any trust or power
conferred on the Trustee with respect to the debt securities of that series.
(Section 6.06) The Indenture requires the annual filing by the Company with the
Trustee of a certificate as to the absence of any defaults under the Indenture.
(Section 4.07)
No holder of any debt securities of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such holder will have previously given the Trustee written
notice of an Event of Default with respect to debt securities of that series and
unless the holders of at least 25% in aggregate principal amount at Stated
Maturity of the then outstanding debt securities of that series also will have
made written request of, and offered reasonable indemnity to, the Trustee to
institute such proceeding as trustee, and the Trustee will not have received
from the holders of a majority in aggregate principal amount at Stated Maturity
of the outstanding debt securities of that series a direction inconsistent with
such request and the Trustee will have failed to institute such proceeding
within 60 days of such request. However, any right of a holder of any debt
security to receive payment of the principal of (and premium, if any) and any
interest on such debt security on or after the due dates expressed in such debt
security or to institute suit for the enforcement of any such payment on or
after such dates will not be impaired or affected without the consent of such
holder. (Section 6.04)
DEFEASANCE AND COVENANT DEFEASANCE
We may, at our option, deposit with the Trustee money and/or U.S.
Government Obligations (including interest thereon) sufficient to pay the
principal of (and premium, if any) and interest on the debt securities of a
series on the scheduled due dates for such payments and in such event we may be
either (A) discharged from our obligations in respect of the debt securities of
that series (other than to register transfers or exchanges of debt securities,
to replace stolen, lost or mutilated debt securities, to maintain paying
agencies and to hold monies for payment in trust) or (B) released from our
obligations in respect of the debt securities of that series described above
under LIMITATION ON SECURED DEBT and LIMITATION ON SALE AND LEASEBACK
TRANSACTIONS
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(and the related event of default relating to our failure to comply with those
obligations). In either case, we may only deposit such funds and be discharged
or released from our obligations if, among other things, we deliver to the
Trustee a legal opinion to the effect that (i) you will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and
defeasance or discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case
if such deposit and defeasance or discharge had not occurred, and (ii) the debt
securities, if then listed on the New York Stock Exchange, Inc., will not be
delisted as a result of such deposit and such defeasance. In the event of a
defeasance as provided in clause (A) above, holders of debt securities of the
affected series will be able to look only to the trust fund established for
payment of principal of and interest on their debt securities until maturity.
(Section 12.01)
MODIFICATIONS, AMENDMENTS AND WAIVERS IN RESPECT OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in principal amount of
the debt securities of each series affected at the time outstanding, to execute
supplemental indentures adding any provisions to, or changing in any manner or
eliminating any of the provisions of, the Indenture or any supplemental
indenture with respect to the debt securities of such series or modifying in any
manner the rights of the holders of the debt securities of such series; provided
that no such supplemental indenture may (1) extend the stated Maturity of any
debt security, reduce the rate or extend the time of payment of any interest
thereon, reduce the principal amount thereof, reduce any premium payable upon
redemption, reduce the amount of an Original Issue Discount Security that would
be due upon a declaration of acceleration, modify provisions relating to amount
or regularity of mandatory sinking fund payments or make the principal amount
thereof payable in any money other than United States legal tender for the
payment of public and private debts, without the consent of the holder of each
debt security so affected, or (2) reduce the aforesaid percentage of debt
securities of such series, the consent of the holders of which is required for
any such supplemental indenture, without the consent of the holders of all debt
securities of such series then outstanding. (Sections 10.01 and 10.02)
CONCERNING THE TRUSTEE
The Company maintains lines of credit and has customary banking
relationships with The First National Bank of Chicago, the Trustee under the
Indenture.
PLAN OF DISTRIBUTION
The Company may sell debt securities to or through underwriters and also
may sell debt securities directly to other purchasers or through agents. Such
firm may also act as an agent.
The distribution of the debt securities may be effected from time to time
in one or more transactions at a fixed price or prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The prospectus supplement will
describe the method of distribution of the debt securities. In connection with a
sale of debt securities, underwriters may receive compensation from the Company
or from purchasers of debt securities for whom they may act as agents, in the
form of discounts, concessions or commissions. Underwriters may sell debt
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions, or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of debt securities may
be deemed to be underwriters, and any discounts or commissions received by them
and any profit on the resale of debt securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation will be
described, in the prospectus supplement.
7
<PAGE> 10
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of debt securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters, dealers or agents may be required to make in
respect thereof.
LEGAL OPINIONS
Mary Ann Hynes, who is our Vice President, General Counsel and Secretary,
will issue an opinion about the legality of the offered securities for us. Ms.
Hynes owns options to purchase 7,000 shares of Common Stock, of which no such
options are currently exercisable. Mayer, Brown & Platt will advise any
underwriters or agents.
EXPERTS
The consolidated financial statements appearing in our Annual Report (Form
10-K) for the year ended December 31, 1997, have been audited by Ernst & Young,
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated by reference in this prospectus and elsewhere in the
Registration Statement. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
8
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, other than
underwriting discounts and commissions:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....... $ 27,800
Trustee fees and expenses................................. 5,000
Printing and engraving fees............................... 25,000
Accounting fees and expenses.............................. 25,000
Legal Fees................................................ 50,000
Rating agency fees........................................ 120,000
Miscellaneous............................................. 7,200
--------
Total.......................................... $260,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides that a
corporation created thereunder may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that he is or was a director or officer
of such corporation or is or was serving at the request of such corporation as a
director or officer of another corporation or other enterprise against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, subject to certain limitations referred to therein.
Article Sixteenth of the Company's Restated Certificate of Incorporation
provides that no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law.
Article VI of the Company's By-Laws provides for indemnification of
directors and officers as follows:
The Corporation shall, to the fullest extent to which it is empowered
to do so by the General Corporation Law of Delaware, or any other
applicable laws, as from time to time in effect, indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Corporation or a division thereof, or is or was
serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding.
The provisions of this Article shall be deemed to be a contract
between the Corporation and each director or officer who serves in any such
capacity at any time while this Article and the relevant provisions of the
General Corporation Law of Delaware or other applicable law, if
II-1
<PAGE> 12
any, are in effect, and any repeal or modification of any such law or of
this Article shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.
The Corporation shall, to the fullest extent to which it is empowered
to do so by the General Corporation Law of Delaware, and with respect to
the Employee Retirement Income Security Act of 1974, or any other
applicable laws, as from time to time in effect, indemnify any officer,
director or employee of the Corporation or an affiliated corporation, who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
serving at the request of the Corporation as an individual Trustee,
Committee member, administrator or fiduciary of a pension or other benefit
plan for employees of the Corporation, or of an affiliated corporation or
other enterprise.
Persons who are not covered by the foregoing provisions of this
Article and who are or were employees or agents of the Corporation or a
division thereof, or are or were serving at the request of the Corporation
as employees or agents of another corporation, partnership, joint venture,
trust or other enterprise, may be indemnified to the extent authorized at
any time or from time to time by the Board of Directors of the Corporation.
The indemnification provided or permitted by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled by law or otherwise, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
The Corporation shall have 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 is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against 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 Corporation would have the
power to indemnify him against such liability under the provisions of this
Article.
The Corporation shall, to the fullest extent to which it is empowered
to do so by the General Corporation Law of Delaware, or any other
applicable laws, as from time to time in effect, pay expenses, including
attorneys' fees, incurred in defending any action, suit or proceeding, in
advance of the final disposition of such action, suit or proceeding, to any
person who is or was a party or is threatened to be made a party to any
such threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation, upon
receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized by applicable
laws.
ITEM 16. EXHIBITS
A list of exhibits is set forth in the Exhibit Index appearing elsewhere in
this Registration Statement and is incorporated herein by reference.
II-2
<PAGE> 13
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933
(the"Securities Act"); (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that
paragraphs (a)(1)(i) and(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the 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 the 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.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
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 Securities and Exchange 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
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.
(d)(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon
II-3
<PAGE> 14
Rule 430A and contained in the form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Rockford, Illinois on November 6, 1998.
SUNDSTRAND CORPORATION
By: /s/ PAUL DONOVAN
------------------------------------
Name: Paul Donovan
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of November 6, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board, President and Chief Executive Officer
- ----------------------------
Robert H. Jenkins
/s/ PAUL DONOVAN Executive Vice President and Chief Financial Officer
- ----------------------------
Paul Donovan
* Vice President and Controller
- ----------------------------
DeWayne J. Fellows
* Director
- ----------------------------
Richard A. Abdoo
* Director
- ----------------------------
J.P. Bolduc
* Director
- ----------------------------
Ilene S. Gordon
* Director
- ----------------------------
Gerald Grinstein
* Director
- ----------------------------
Charles Marshall
* Director
- ----------------------------
Klaus H. Murmann
* Director
- ----------------------------
Ward Smith
* Director
- ----------------------------
Berger G. Wallin
*By: /s/ PAUL DONOVAN
----------------------
Paul Donovan
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement*
1.2 Form of Distribution Agreement**
4.1 Form of Indenture between the Company and The First National
Bank of Chicago, as Trustee**
4.2 Form of Debt Security (included in Exhibit 4.1 as Schedule A
to the Indenture)**
5.1 Opinion of Mary Ann Hynes
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 Consent of Mary Ann Hynes (included in Exhibit 5.1)
24.1 Powers of Attorney
25.1 Statement of Eligibility on Form T-1 of The First National
Bank of Chicago
</TABLE>
- ---------------
* Incorporated by reference to similarly numbered exhibit to Registration
Statement on Form S-3 of the Registrant (No. 333-00801).
** To be filed by amendment.
<PAGE> 1
Exhibit 5.1
November 4, 1998
Sundstrand Corporation
4949 Harrison Avenue
Rockford, Illinois 61125
RE: Sundstrand Corporation Registration
Statement on Form S-3
Gentlemen:
As the Vice President and General Counsel of Sundstrand Corporation, a
Delaware corporation (the "Company"), I have reviewed the corporate proceedings
(the "Corporate Proceedings") taken and to be taken to authorize the execution
and delivery by the Company of an indenture (the "Indenture") to be dated as of
the date of execution thereof with First National Bank of Chicago as Trustee,
providing for the issuance of debt securities (the "Debt Securities") of the
Company.
I have examined and am familiar with the Certificate of Incorporation of
the Company and its By-Laws, both as amended and/or restated. I have also
examined the proposed form of the Indenture, and such other documents, records
and certificates of the Company as I consider necessary for the purpose of this
opinion.
Based on the foregoing I am of the opinion that:
1. The Company is a corporation duly organized under the laws of Delaware,
is validly existing, and has the power and authority to execute and deliver the
Indenture and, subsequently, to sell the Debt Securities;
2. Upon completion of the Corporate Proceedings, the execution and
delivery of the Indenture and the issuance of the Debt Securities will have been
validly authorized on behalf of the Company, and when the Indenture shall have
been duly executed and delivered, the Indenture will constitute a valid, binding
and enforceable obligation of the Company in accordance with its terms, except
as enforcement of provisions thereof may be limited by bankruptcy or other
applicable laws affecting the enforcement of creditors' rights;
<PAGE> 2
Sundstrand Corporation
Registration Statement on Form S-3
November 4, 1998
Page Two
3. The Debt Securities, when executed, manually or in facsimile, by the
proper officers of the Company and under its corporate seal, or a facsimile
thereof, and authenticated by the Trustee under the Indenture, and issued and
sold and paid for in accordance with the Corporate Proceedings, will constitute
legally issued, valid, binding obligations of the Company and enforceable in
accordance with their terms, except as enforcement of provisions thereof may be
limited by bankruptcy or other applicable laws affecting the enforcement of
creditors' rights, and will be entitled to the benefits of the Indenture.
I hereby consent to the use of my name under the caption "Legal Opinions"
in the Prospectus constituting a part of the Registration Statement of the
Company under the Securities Act of 1933 relating to the Debt Securities and to
the filing of this opinion as an exhibit to such Registration Statement.
Sincerely,
/s/ Mary Ann Hynes
Mary Ann Hynes
<PAGE> 1
EXHIBIT 12.1
SUNDSTRAND CORPORATION AND CONSOLIDATED SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
---------------------- -----------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Available for Fixed Charges:
Income from continuing operations before
Income taxes and cumulative effect of
accounting change 254.0 208.0 294.0 184.0 135.0 149.4 133.3
Equity in undistributed earnings of less-
than-fifty-percent-owned companies (0.4) (1.1) (1.6) (1.0) (1.0) (0.4)
Fixed charges, excluding capitalized
Interest 28.2 25.2 34.3 33.3 38.0 34.5 45.5
------- ------- ------- ------- ------- ------- -------
281.8 232.1 326.7 216.3 172.0 183.9 178.4
======= ======= ======= ======= ======= ======= =======
Fixed Charges:
Interest and expense on Indebtedness, 25.0 22.0 30.0 29.0 33.0 29.6 40.0
excluding capitalized Interest
Capitalized Interest 0.1 0.1 0.1 0.3 0.1 0.3 0.1
One-third of rental expense, net of
subleasing, for operating leases 3.2 3.2 4.3 4.3 5.0 4.9 5.5
------- ------- ------- ------- ------- ------- -------
28.3 25.3 34.4 33.6 38.1 34.8 45.6
======= ======= ======= ======= ======= ======= =======
Ratio of Earnings to Fixed Charges 10.0 9.2 9.5 6.4 4.5 5.3 3.9
======= ======= ======= ======= ======= ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Sundstrand
Corporation for the registration of $100,000,000 of debt securities and to the
incorporation by reference therein and in the Registration Statement (Form S-3,
No. 333-00801) for the registration of $150,000,000 of debt securities of our
report dated January 27, 1998 with respect to the consolidated financial
statements of Sundstrand Corporation included in its Annual Report (Form 10-K)
for the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
November 6, 1998
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, SUNDSTRAND
CORPORATION, a Delaware corporation, does hereby nominate, constitute and
appoint PAUL DONOVAN and MARY ANN HYNES, and either or both of them as its true
and lawful attorneys-in-fact, in its name and on its behalf to file with the
Securities and Exchange Commission a Registration Statement on Form S-3 and any
amendments, supplements and post-effective amendments thereto, in connection
with the registration under the Securities Act of 1933, as amended, of the
Corporation's debt securities, consisting of debentures, notes and/or other
unsecured evidences of indebtedness, up to an aggregate of $100,000,000
principal amount of indebtedness having a maturity of more than one year from
the date of issuance.
That each of the undersigned directors and officers of said Corporation
does hereby nominate, constitute and appoint PAUL DONOVAN and MARY ANN HYNES,
and either or both of them as his true and lawful attorneys-in-fact, in his name
and in the capacity indicated below, to execute the aforesaid Form S-3.
And the undersigned do hereby authorize and direct the said
attorneys-in-fact, and either or both of them, to execute and deliver such other
documents to the Securities and Exchange Commission and to take all such other
action as they or either of them may consider necessary or advisable to the end
that said Form S-3 shall comply with the Securities Act of 1933 and the
applicable rules, rulings and regulations of the Securities and Exchange
Commission.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 29th day of October, 1998.
SUNDSTRAND CORPORATION
By: /s/ Robert H. Jenkins
---------------------
Robert H. Jenkins
Chairman of the Board
(CORPORATE SEAL)
ATTEST:
/s/ William R. Coole
- ---------------------
William R. Coole
Assistant Secretary
<PAGE> 2
SIGNATURE TITLE
- --------- -----
/s/ Robert H. Jenkins Chairman of the Board, President and
- --------------------- Chief Executive Officer and Director
Robert H. Jenkins
/s/ Paul Donovan Executive Vice President and
- ---------------- Chief Financial Officer
Paul Donovan
/s/ DeWayne J. Fellows Vice President and Controller
- ----------------------
DeWayne J. Fellows
/s/ Richard A. Abdoo Director
- --------------------
Richard A. Abdoo
/s/ J.P. Bolduc Director
- ---------------
J.P. Bolduc
/s/ Ilene S. Gordon Director
- -------------------
Ilene S. Gordon
/s/ Gerald Grinstein Director
- --------------------
Gerald Grinstein
/s/ Charles Marshall Director
- --------------------
Charles Marshall
/s/ Klaus H. Murmann Director
- --------------------
Klaus H. Murmann
/s/ Ward Smith Director
- --------------
Ward Smith
/s/ Berger G. Wallin Director
- --------------------
Berger G. Wallin
<PAGE> 1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
--------------------
SUNDSTRAND CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 36-1840610
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
P. O. Box 7003
4949 Harrison Avenue
Rockford, Illinois 61125-7003
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of the Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; and The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE> 3
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 6th day of November,
1998.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY ___________________________________________
SANDRA L. CARUBA
VICE PRESIDENT
* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2,
1996 (REGISTRATION NO. 333-14201).
3
<PAGE> 4
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 6, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of the indenture between Sundstrand
Corporation and The First National Bank of Chicago, as Trustee, the undersigned,
in accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, hereby consents that the reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: ______________________________________
SANDRA L. CARUBA
VICE PRESIDENT
4
<PAGE> 5
EXHIBIT 7
<TABLE>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C400
------
RCFD BIL MIL THOU
---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1).................... 0081 4,490,272 1.a
b. Interest-bearing balances(2)............................................. 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)................ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............. 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to
resell...................................................................... 1350 5,558,583 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
----
RC-C)....................................................................... 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses................................ 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve.................................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
----
reserve (item 4.a minus 4.b and 4.c)..................................... 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D)......................................... 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases).................... 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M)................................ 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).............................................. 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding................ 2155 310,026 9.
10. Intangible assets (from Schedule RC-M)...................................... 2143 302,859 10.
11. Other assets (from Schedule RC-F)........................................... 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11).................................... 2170 62,191,240 12.
</TABLE>
- -------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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SCHEDULE RC-CONTINUED
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<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
-----------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
----
from Schedule RC-E, part 1).......................................... 2200 21,810,607 13.a
(1) Noninterest-bearing (1).......................................... 6631 9,864,956 13.a1
(2) Interest-bearing................................................... 6636 11,945,651 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
----
IBFs (from Schedule RC-E, part II)................................... 2200 15,794,963 13.b
(1) Noninterest bearing.............................................. 6631 482,528 13.b1
(2) Interest-bearing................................................. 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase:.......................................................... RCFD 2800 3.858,711 14
15. a. Demand notes issued to the U.S. Treasury............................. RCON 2840 1,444,748 15.a
b. Trading Liabilities (from Sechedule RC-D)............................ RCFD 3548 5,661,633 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less........................... 2332 4,356,061 16.a
b. With original maturity of more than one year........................ A547 385,550 16.b
c. With original maturity of more than three years ..................... A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding................. 2920 310,026 18.
19. Subordinated notes and debentures....................................... 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G).................................. 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20).......................... 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus........................... 3838 0 23.
24. Common stock............................................................ 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)................ 3839 3,188,187 25.
26. a. Undivided profits and capital reserves............................... 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities........................................................... 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments..................... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27)....................... 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)................................... 3300 62,191,240 29.
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<S> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external ----------- Number
auditors as of any date during 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . .RCFD 6724 . ... N/A M.1.
-----------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
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