-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, o0AhfrbNlB0I/WdW8OWP5tWbu2cXVI4e5Gwm3WnHrmE9+NqZ7KS39n5tqClkSrWA QbLvgbgDXyCXHUtWlws6Ig== 0000101829-95-000026.txt : 19950501 0000101829-95-000026.hdr.sgml : 19950501 ACCESSION NUMBER: 0000101829-95-000026 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950428 EFFECTIVENESS DATE: 19950517 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TECHNOLOGIES CORP /DE/ CENTRAL INDEX KEY: 0000101829 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 060570975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58937 FILM NUMBER: 95532966 BUSINESS ADDRESS: STREET 1: UNITED TECHNOLOGIES BLDG STREET 2: ONE FINANCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06101 BUSINESS PHONE: 2037287000 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TECHNOLOGIES MICROELECTRONICS CENTER DATE OF NAME CHANGE: 19850825 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TECHNOLOGIES CORP DATE OF NAME CHANGE: 19841205 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 28, 1995 Registration No. ________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 UNITED TECHNOLOGIES CORPORATION (Exact name of issuer as specified in its charter) Delaware 06-0570975 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) United Technologies Building, Hartford, Connecticut 06101 (Address of principal executive offices, including Zip Code) UNITED TECHNOLOGIES CORPORATION DEFINED CONTRIBUTION RETIREMENT PLAN (Full title of the Plan) WILLIAM H. TRACHSEL, Esq. Secretary United Technologies Building Hartford, Connecticut 06101 (203) 728-7000 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Securities Amount to be Maximum Maximum Amount of to be Registered Registered Offering Aggregate Registration Price (1) Offering Fee Price Participation Units 25,000 $73.1875 $1,829,687.50 $630.93 PAGE PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference: (1) the Annual Report on Form 10-K of United Technologies Corporation (the "Corporation") filed with the Securities and Exchange Commission (the "Commission") for the year ended December 31, 1994; (2) the Quarterly Reports on Form 10-Q of the Corporation filed with the Commission for the quarter ended March 31, 1995; (3) all other reports filed by the Corporation with the Commission pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act since the end of the period covered by the Annual Report on Form 10-K referred to in (1) above. (4) the description of the Corporation's Common Stock contained in registration statements and reports filed under the Securities Exchange Act of 1934. All documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15 of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES The securities registered hereby constitute shares of Common Stock, $5.00 par value of the United Technologies Corporation, to be issued to certain individuals who participate in the United Technologies Corporation Defined Contribution Retirement Plan (the _Plan_) who direct that certain Plan contributions be invested in the Corporation's Common Stock. Shares of the Corporation's Common Stock will be acquired, held and sold or distributed by the Plan Trustee in accordance with the terms of the Plan. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The financial statements incorporated by reference to the Annual Report on Form 10-K of the Corporation for the year ended December 31, 1994 have been so incorporated in reliance on the reports of Price Waterhouse, LLP independent accountants, given on the authority of said firm as experts in auditing and accounting. The legality of the securities offered pursuant to this Registration Statement has been passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate General Counsel of the Corporation, is a shareowner of Common Stock. ITEM 8. EXHIBITS See Exhibit Index PAGE ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 that 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, 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 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 of 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 Act and will be governed by the final adjudication of such issue. PAGE SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, and State of Connecticut, on this 28 day of April, 1995. UNITED TECHNOLOGIES CORPORATION By s\Stephen F. Page\s (Stephen F. Page, Executive Vice President and Chief Financial Officer) By s\George E. Minnich\s (George E. Minnich, Vice President Controller; Principal Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on this 28 day of April, 1995. Signature Title ROBERT F. DANIELL* Chairman and Director (Robert F. Daniell) GEORGE DAVID * President and Chief (George David) Executive Officer and Director HOWARD H. BAKER, JR.* (Howard H. Baker, Jr.) Director ANTONIA HANDLER CHAYES* (Antonia Handler Chayes) Director ROBERT F. DEE* (Robert F. Dee) Director CHARLES W. DUNCAN, JR.* (Charles W. Duncan, Jr.) Director PEHR G. GYLLENHAMMAR* (Pehr G. Gyllenhammar) Director PAGE GERALD D. HINES* (Gerald D. Hines) Director CHARLES R. LEE* Director (Charles R. Lee) ROBERT H. MALOTT* (Robert H. Malott) Director H. A. WAGNER* Director (H. A. Wagner) JACQUELINE G. WEXLER* (Jacqueline G. Wexler) Director * By s\William H. Trachsel\s WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT FOR THE DIRECTORS AND OFFICERS AFTER WHOSE NAMES APPEARS AN ASTERISK PAGE EXHIBIT INDEX Page 5 --Opinion of Counsel as to the legality of the securities to be registered. 13 --Annual report for the Plan fiscal year ending November 30, 1993. 24(a) --Consent of Price Waterhouse, LLP. 24(b) --The consent of counsel is contained in Exhibit 5. 25 --Powers of Attorney. PAGE EX-5 2 OPINION OF COUNSEL EXHIBIT 5 April 28, 1995 The Board of Directors United Technologies Corporation United Technologies Building One Financial Plaza Hartford, CT 06101 Re: S-8 Registration Statement Defined Contribution Retirement Plan Ladies and Gentlemen: This opinion is furnished in connection with the proposed filing with the Securities and Exchange Commission on April 28, 1995, of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, in connection with the offering of 25,000 shares of Common Stock, par value $5 per share (the _Shares_) to be issued under the Corporation's Defined Contribution Retirement Plan (the _Plan_). I have acted as Counsel to the Corporation in connection with certain matters relating to the Plan. I am familiar with the Corporate proceedings relating thereto and have examined such documents and considered such matters of law as I have deemed necessary in giving this opinion. It is my opinion that all Shares to be offered and sold pursuant to the Plan that will be purchased by the Plan Trustee in the open market and do not constitute original issue Shares. The Plan will be timely filed with the Internal Revenue Service for a determination letter that the Plan constitutes a _tax qualified_ Plan under the Internal Revenue Code and ERISA. I hereby consent to the filing of this opinion as an Exhibit to the aforementioned Registration Statement. Very truly yours, Richard M. Kaplan Associate General Counsel RMK:mmr/h:SEC\S8opin2.Doc PAGE EX-24 3 PRICE WATERHOUSE CONSENT EXHIBIT 24(A) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated January 26, 1995, which appears on Page 26 of the 1994 Annual Report to Shareowners of United Technologies Corporation, which is incorporated by reference in United Technologies Corporation's Annual Report on Form 10-K for the year ended December 31, 1994, and our report dated April 25, 1995 appearing in the United Technologies Corporation Defined Contribution Retirement Plan's Annual Report for the year ended November 30, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page S-1 of such Annual Report on Form 10-K. We also consent to the references to us under the heading _Interests of Named Experts and Counsel_ in the Form S-8. Price Waterhouse LLP Hartford, Connecticut April 28, 1995 PAGE EX-25 4 POWER OF ATTORNEY EXHIBIT 25 POWER OF ATTORNEY The undersigned, HOWARD H. BAKER constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Howard H. Baker\s Howard H. Baker Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, ANTONIA HANDLER CHAYES constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as her true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for her in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Antonia Handler Chayes\s Antonia Handler Chayes Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, ROBERT F. DEE constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Robert F. Dee\s Robert F. Dee Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, CHARLES W. DUNCAN, JR. constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Charles W. Duncan, Jr.\s Charles W. Duncan, Jr. Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, PEHR G. GYLLENHAMMAR constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Pehr G. Gyllenhammar\s Pehr G. Gyllenhammar Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, GERALD D. HINES constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Gerald D. Hines\s Gerald D. Hines Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, ROBERT H. MALOTT constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Robert H. Malott\s Robert H. Malott Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, JACQUELINE G. WEXLER constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as her true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for her in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Jacqueline G. Wexler\s Jacqueline G. Wexler Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, ROBERT F. DANIELLconstitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Robert F. Daniell\s Robert F. Daniell Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, GEORGE DAVID constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\George David\s George David Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, CHARLES R. LEE constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\Charles R. Lee\s Charles R. Lee Date: February 6, 1995 PAGE POWER OF ATTORNEY The undersigned, H. A. WAGNER constitutes and appoints STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any and all Registration Statements, notices, consents to service or other documents or instruments, including all amendments thereto, and to file the same, and all other documents in connection therewith, with the Securities and Exchange Commission, and with any regulatory authority of any State that is responsible for the regulation of the offer and sale of securities, in connection with the offer and sale of securities pursuant to the terms of the United Technologies Corporation Defined Contribution Retirement Plan as in effect on the date hereof and as it may be amended from time to time (the "Plan") granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming that which each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. s\H. A. Wagner\s H. A. Wagner Date: February 6, 1995 PAGE EX-13 5 EXHIBIT 13 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 1995, which appears on page 26 of the 1994 Annual Report to Shareowners of United Technologies Corporation, which is incorporated by reference in United Technologies Corporation's Annual Report on Form 10-K for the year ended December 31, 1994, and our report dated April 25, 1995 appearing in the United Technologies Corporation Defined Contribution Retirement Plan's Annual Report for the year ended November 30, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page S-1 of such Annual Report on Form 10-K. We also consent to the references to us under the heading "Interests of Named Experts and Counsel" in the Form S-8. Price Waterhouse LLP Hartford, Connecticut April 28, 1995 FINANCIAL STATEMENTS OF THE UNITED TECHNOLOGIES CORPORATION DEFINED CONTRIBUTION RETIREMENT PLAN REPORT OF INDEPENDENT ACCOUNTANTS To the Pension Administration and Investment Committee of United Technologies Corporation and Members of the United Technologies Corporation Defined Contribution Retirement Plan In our opinion, the accompanying statements of financial condition and the related statement of income and changes in plan equity present fairly, in all material respects, the financial position of the United Technologies Corporation Defined Contribution Retirement Plan at November 30, 1993 and 1992, and the results of its operations and the changes in its plan equity for the year ended November 30, 1993, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Hartford, Connecticut April 25, 1995 UNITED TECHNOLOGIES CORPORATION DEFINED CONTRIBUTION RETIREMENT PLAN Statement of Financial Condition November 30, 1992
Funds Income Fund Equity Fund Combined Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued interest $ 3,318,128 $ - $ 3,318,128 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 644,708 644,708 Temporary investments, at cost plus accrued interest 17 - 17 Total Investments 3,318,145 644,708 3,962,853 Contributions and fund transfers receivable 16,884 2,185 19,069 Total Assets 3,335,029 646,893 3,981,922 Less - Liabilities: Contributions payable 33,829 16,885 50,714 Total Liabilities 33,829 16,885 50,714 Plan Equity $ 3,301,200 $ 630,008 $ 3,931,208 Units of participation 780,278 76,887 Unit value $ 4.23 $ 8.19
(See accompanying Notes to Financial Statements) UNITED TECHNOLOGIES CORPORATION DEFINED CONTRIBUTION RETIREMENT PLAN Statement of Financial Condition November 30, 1993
Funds Income Fund Equity Fund Combined Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued interest $ 4,018,232 $ - $ 4,018,232 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 800,984 800,984 Temporary investments, at cost plus accrued interest 93 9 102 Total Investments 4,018,325 800,993 4,819,318 Contributions receivable - 6,760 6,760 Total Assets 4,018,325 807,753 4,826,078 Less - Liabilities: Contributions payable 33,738 - 33,738 Total Liabilities 33,738 - 33,738 Plan Equity $ 3,984,587 $ 807,753 $ 4,792,340 Units of participation 871,285 89,385 Unit value $ 4.57 $ 9.04
(See accompanying Notes to Financial Statements) UNITED TECHNOLOGIES CORPORATION DEFINED CONTRIBUTION RETIREMENT PLAN Statement of Income and Changes in Plan Equity Plan Year Ended November 30, 1993
Funds Income Fund Equity Fund Combined Contributions: Members $ 278,664 $ 61,878 $ 340,542 Employer 451,366 83,284 534,650 Total Contributions 730,030 145,162 875,192 Investment Income: Interest 276,721 3 276,724 Total Investment Income 276,721 3 276,724 Unrealized appreciation of investments - 44,874 44,874 Gain on sale of investments - 23,475 23,475 Deduct: Cash distributions to members 274,657 71,331 345,988 Earned and unapplied forfeitures 5,265 - 5,265 Total Deductions 279,922 71,331 351,253 Inter-fund and inter-plan transfers (43,442) 35,562 (7,880) Net Increase in Plan Equity 683,387 177,745 861,132 Plan Equity November 30, 1992 3,301,200 630,008 3,931,208 Plan Equity November 30, 1993 $3,984,587 $ 807,753 $4,792,340
(See accompanying Notes to Financial Statements) UNITED TECHNOLOGIES CORPORATION DEFINED CONTRIBUTION RETIREMENT PLAN Notes to Financial Statements NOTE 1 - DESCRIPTION OF THE PLAN The United Technologies Corporation Defined Contribution Retirement Plan (the Plan) is a defined contribution savings plan sponsored by United Technologies Corporation (United). The Plan became effective December 1, 1984. Membership in the Plan is offered to eligible employees of certain subsidiaries of United. The employer makes contributions with respect to each member of an amount up to 3.5 percent of the member's compensation. In addition, members may elect to contribute, through payroll deductions, between 1 and 9 percent of their total compensation with up to the first 4 percent of each member's contribution being matched 50 percent by the employer. Member contributions are fully vested at all times under the Plan. Generally, employer contributions become fully vested two years after first joining the Plan. All contributions are credited to a member account maintained by the Plan Administrator. Contributions are invested, pursuant to each member's direction, in one or both of the following funds: the Income Fund and the Equity Fund. Members may elect to have 100 percent of their contributions invested in one investment fund or may allocate the contributions in multiples of 25 percent between the two funds. Members are permitted to transfer their accounts between investment funds once per quarter (in multiples of 10 percent). The Income Fund is invested in contracts issued by five insurance companies designated by the Pension Investment Committee. Under these contracts, each insurance company guarantees repayment in full of the principal amount invested plus interest credited at a fixed rate for a specified period. Interest is credited to each contract based on an annual interest rate set each year by the individual insurance carriers. This rate, which differs among contracts, takes into account any difference between prior year credited interest and the actual amount of investment earnings allocable to the contract in accordance with the established allocation procedures of the insurance carrier. The weighted average rate set for the 1993 calendar year was 8.0 percent. The Equity Fund may be invested in common or capital stock of corporations, bonds or securities convertible into such stocks, or shares of any federally registered mutual fund or similar type of investment fund, including investment in any commingled trust fund managed by the Trustee, Bankers Trust Company, which is invested primarily in similar types of equity securities. During 1993 and 1992, the Equity Fund was invested principally in the Trustee's BT Pyramid Equity Index Fund, which is a portfolio of common stocks replicating the Standard & Poor's Composite Index of 500 stocks. Interest and dividends earned by this investment are reinvested and increase market value. Forfeitures of employer contributions are used to reduce employer contributions; earned and unapplied forfeitures will be applied against future employer contributions and are shown separately in the Statement of Income and Changes in Plan Equity. Employees participating in the Plan at year end were as follows:
November 30, 1993 1992 Income Fund 652 565 Equity Fund 289 175 PAGE The participants above may have investments in more than one of the investment funds. NOTE 2 - SUMMARY OF ACCOUNTING PRINCIPLES United has entered into a master trust agreement with the Trustee. Under this agreement, certain employee savings plans of United and its subsidiaries combine their trust fund investments in the Master Trust. Participating plans purchase units of participation in the investment funds based on their monthly contribution to such funds and the unit value of the applicable investment fund at the end of the month. The value of a unit in each fund is determined at the end of each month by dividing the sum of uninvested cash, accrued income and the current market value of investments by the total number of outstanding units in such funds. The plans receive income from the funds' investments which increase the unit values. Distributions reduce the number of participation units held by the plans. The investments of the Income Fund are valued at cost plus accrued interest. The investments of the Equity Fund are valued at market as determined by the Trustee by reference to published market data. The expenses of operating the Plan are payable out of the funds held under the Plan, unless the employer elects to pay such expenses. The expenses for the 1993 plan year were paid by the employer. The Plan is not subject to federal income tax as the Plan and its related trust are considered by United to satisfy the qualification and exemption requirements of Sections 401(a) and 501(a) of the Internal Revenue Code. United has received a favorable determination letter from the Internal Revenue Service (IRS), dated in 1986, to the effect that the Plan, as amended in 1986, qualifies under Sections 401(a) and 501(a) of the Code. United intends to apply for a new determination letter from the IRS indicating that the Plan, as amended since the date of the most recent IRS determination letter, continues to be exempt from federal income taxes under Sections 401(a) and 501(a) of the Code. Under these sections, contributions by United, employees (at their election) and related earnings will be tax deferred until such amounts are distributed. It is expected, given the lack of substantive plan amendments, that a favorable determination will be issued from the IRS, and accordingly, no provision is made for federal income taxes. NOTE 3 - INSURANCE CONTRACTS The following is a summary of the insurance contracts held in the Master Trust Income Fund and the portion allocable to the Plan:
November 30, (Thousands of Dollars) 1993 1992 CIGNA $ 1,409,243 $ 1,327,089 Aetna 543,882 543,230 Travelers 455,988 465,195 Prudential 249,747 224,129 Metropolitan Life 328,543 219,295 2,987,403 $ 2,778,938 Amount of the contracts $ 4,018 $ 3,318 allocable to the Plan PAGE NOTE 4 - GAIN ON SALE OF INVESTMENTS The Trustee uses the average cost method in determining the cost of securities for purposes of calculating the gain or loss on the sale of securities. Gains and losses of the Master Trust funds are allocated to the participating plans based upon participation units at the month-end valuation date following the sale. The gains recognized by the Master Trust funds and amounts allocable to the Plan are as follows: (Thousands of Dollars) Equity Fund Proceeds from sale of $ 25,402 securities Cost basis of securities 14,898 sold Gain on sale $ 10,504 Amount of the gain $ 23 allocable to the Plan NOTE 5 - REQUESTED DISTRIBUTIONS The following is a summary of distributions requested by participants which had not yet been paid at the respective plan year end:
November 30, November 30, 1993 1992 Dollars Units Dollars Units Income Fund $ 57,107 12,487 $ 11,819 2,794 Equity Fund 7,072 783 113 14 These amounts are reflected as liabilities in the Plan's Form 5500. The November 30, 1992 Statement of Financial Condition has been restated in order to reflect requested distributions in the plan year in which paid. PAGE
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