-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PiXJBy8SuQN1yiNUQWrYEegfdp5G46jI2BRDfln0FWvC+4Qk9Lrty2hprq8uTKkf knK9PPFsslty8LiVmjU4VQ== 0000009749-99-000036.txt : 19990217 0000009749-99-000036.hdr.sgml : 19990217 ACCESSION NUMBER: 0000009749-99-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-06231 FILM NUMBER: 99543346 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 130 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: BANKERS TRUST NEW YORK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G/A 1 UNITED TECHNOLOGIES 13G FILING BANKERS TRUST CORPORATION One Bankers Trust Plaza New York, New York 10006 Damian P. Reitemeyer Principal Telephone: (212) 250-4599 February 12, 1999 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sirs: Re: Filing of Schedule 13G on United Technologies Corporation Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy of the Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation. Sincerely, Damian P. Reitemeyer Enclosures SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* United Technologies Corporation _______________________________________ NAME OF ISSUER: Common Stock (Par Value $5.00) _______________________________________ TITLE OF CLASS OF SECURITIES 913017109 _______________________________________ CUSIP NUMBER Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 10 Pages CUSIP No. 913017109 Page 2 of 10 Pages 1.NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust Corporation; its wholly owned Subsidiary, Bankers Trust Company; its indirect wholly owned subsidiaries, BT Alex.Brown Incorporated (BT Alex.Brown), BT Australia Limited and Banker Trust Holdings (UK) Limited(BT Holdings (UK),Ltd.); and its indirect 50 percent owned affiliate Alex. Brown Investment Management. 13-6180473 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Bankers Trust Corporation, and Bankers Trust Company are New York Corporations. BT Alex.Brown is a Delaware Corporation. BT Holdings (UK), Ltd., is a corporation organized in the United Kingdom. BT Australia Limited is an Australian Corporation. Alex.Brown Investment Management is a Maryland Limited Partnership. NUMBER OF 5. SOLE VOTING POWER SHARES Bankers Trust Company 2,733,690 shares BT Alex.Brown 0 shares BT Australia Limited 400 shares BT Holdings (UK) 6,297 shares Alex.Brown Investment Management 274,100 shares 3,014,487 shares BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Bankers Trust Company 3,200 shares BT Alex.Brown 0 shares BT Australia Limited BT Holdings (UK) 0 shares Alex.Brown Investment Management 0 shares 3,200 shares CUSIP No. 913017109 Page 3 of 10 Pages EACH 7. SOLE DISPOSITIVE POWER REPORTING Bankers Trust Company 3,756,990 shares BT Alex.Brown 1,830 shares BT Australia Limited 400 shares BT Holdings (UK) 6,297 shares Alex.Brown Investment Management 1,036,566 shares 4,802,083 shares PERSON 8. SHARED DISPOSITIVE POWER WITH Bankers Trust Company 7,097 shares BT Alex.Brown 0 shares BT Australia Limited 0 shares BT Holdings (UK) 0 shares Alex.Brown Investment Management 0 shares 7,097 shares 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Bankers Trust Company 3,764,087 shares BT Alex.Brown 1,830 shares BT Australia Limited 400 shares BT Holdings (UK) 6,297 shares Alex.Brown Investment Management 1,036,566 shares 4,809,180 shares 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES * [X] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Bankers Trust Company 1.50% BT Alex.Brown 0.00% BT Australia Limited 0.00% BT Holdings (UK) 0.00% Alex.Brown Investment Management 0.41% 1.91% 12.TYPE OF REPORTING PERSON * Bankers Trust Corporation - HC Bankers Trust Company - BK BT Alex.Brown - BD BT Australia Limited. - CO BT Holdings (UK), Ltd. - CO Alex.Brown Investment Management-IA, PN CUSIP No. 913017109 Page 4 of 10 Pages DISCLAIMER OF BENEFICIAL OWNERSHIP THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT BANKERS TRUST CORPORATION, BANKERS TRUST COMPANY, AS TRUSTEE (THE "BANK"), OR BT ALEX.BROWN, OR BT HOLDINGS (UK), OR ALEX.BROWN INVESTMENT MANAGEMENT,FOR THE PURPOSE OF SECTION 13(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER PURPOSE, IS THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH IN ITEM 4(a)(ii) HEREOF. Item 1(a) NAME OF ISSUER: United Technologies Corp. Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: United Technologies Building Hartford, CT 06101-2670 Item 2(a) NAME OF PERSON FILING: Bankers Trust Corporation, its wholly-owned subsidiary, Bankers Trust Company; its indirect wholly-owned subsidiaries, BT Alex.Brown, BT Holdings (UK), Ltd. and BT Australia Limited; its indirect 50 percent owned affiliate Alex.Brown Investment Management Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: For Bankers Trust Corporation, Bankers Trust Company and BT Alex.Brown 130 Liberty Street New York, New York 10006 For BT Australia Level 15 The Chifley Tower 2 Chifley Square, Sydney, NSW 2000 Australia BT Holdings (UK), Ltd. 1 Appold Street Broadgate London United Kingdom For Alex.Brown Investment Management One South Street Baltimore, Maryland 21202 CUSIP No. 913017109 Page 5 of 10 Pages Item 2(c) CITIZENSHIP: Bankers Trust Corporation and Bankers Trust Company are corporations incorporated in the State of New York with their principal business offices located in New York. BT Alex.Brown is a Delaware corporation with its principal business office located in New York. BT Australia Limited is an Australia company doing business in Australia. BT Holdings (UK), Ltd. is a corporation organized in the United Kingdom and located in London, England. Alex.Brown Investment Management is a Maryland limited partnership with its principal business office located in Maryland. Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock ($5.00 par) of United Technologies Corp. Item 2(e) CUSIP NUMBER: 913017109 Item 3 THE PERSON FILING IS A: For Bankers Trust Corporation (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) For Bankers Trust Company (b) [X] Bank as defined in section 3(a)(6) of the Act. For BT Alex.Brown (a) [X] Broker or dealer registered under Section 15 of the Act. BT Australia Limited is a corporation permitted to report on Schedule 13G in accordance with Securities and Exchange Commission no-action letter to Bankers Trust New York Corporation dated May 15, 1990 (avail. May 15, 1990). CUSIP No. 913017109 Page 6 of 10 Pages For Alex.Brown Investment Management (e) [X] Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Item 4 OWNERSHIP: (a) Amount Beneficially Owned: As of December 31, 1998 (i) Bankers Trust Company 3,764,087 shares BT Alex.Brown 1,830 shares BT Australia Limited 400 shares BT Holdings (UK) 6,297 shares Alex.Brown Investment Management 1,036,566 shares 4,809,180 shares (ii) Bankers Trust Company was also the record owner of 28,219,190 shares (*) held as Trustee of the United Technologies Corp Employee Savings Plan (the "Plan") with respect to which the bank disclaims beneficial ownership. The Plan states that each Plan participant shall have the right to direct the manner in which shares of common stock shall be voted at all stockholders' meetings. The Department of Labor has expressed the view that, under certain circumstances, ERISA may require the Trustee to vote shares which are not allocated to participants' accounts. Since, in the view of the Bank and Bankers Trust New York Corporation, such voting power is merely a residual power based upon the occurrence of an unlikely contingency and is not a sole or shared power to vote the securities, the Bank and Bankers Trust Corporation hereby disclaim beneficial ownership of such securities. _________________________ (*) This balance includes 25,127,190 shares of common stock which the Plan participants may acquire through the conversion of all outstanding Series A ESOP Convertible Preferred stock held by the Plan, at the December 31, 1998 conversion ratio of 1-to-2. CUSIP No. 913017109 Page 7 of 10 Pages (b) PERCENT OF CLASS: The common stock described in Item 4(a) above as to which Bankers Trust Corporation, Bankers Trust Company,BT Alex.Brown, BT Australia Limited, BT Holdings (UK) and Alex.Brown Investment Management acknowledges beneficial ownership constitutes of the following: Bankers Trust Company 1.50% BT Alex.Brown 0.00% BT Australia Limited 0.00% BT Holdings (UK) 0.00% Alex.Brown Investment Management 0.41% 1.91% The common stock as to which Bankers Trust New York Corporation and Bankers Trust Company disclaims beneficial ownership constitutes 11.2% of the Issuers outstanding Common Stock. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - Bankers Trust Company 2,733,690 shares BT Alex.Brown 0 shares BT Australia Limited 400 shares BT Holdings (UK) 6,297 shares Alex.Brown Investment Management 274,100 shares 3,014,487 shares (ii) shared power to vote or to direct the vote - Bankers Trust Company 3,200 shares BT Alex.Brown 0 shares BT Australia Limited 0 shares BT Holdings (UK) 0 shares Alex.Brown Investment Management 0 shares 3,200 shares (iii)sole power to dispose or to direct the disposition of - Bankers Trust Company 3,756,990 shares BT Alex.Brown 1,830 shares BT Australia Limited 400 shares BT Holdings (UK) 6,297 shares Alex.Brown Investment Management 1,036,566 shares 4,802,083 shares CUSIP No. 913017109 Page 8 of 10 Pages (iv) shared power to dispose or to direct the disposition of - Bankers Trust Company 7,097 shares BT Alex.Brown 0 shares BT Australia Limited 0 shares BT Holdings (UK) 0 shares Alex.Brown Investment Management 0 shares 7,097 shares Item 5 OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS: Not applicable. Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The Issuer's Plan and various trusts, and employee benefit plans for which the Bank serves as Trustee, and accounts for which the Bank serves as investment advisor, have the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of,such securities. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Item 3 above and Exhibits A,B,C and D. Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. Item 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable. CUSIP No. 913017109 Page 9 of 10 Pages Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of and not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: As of December 31, 1998 Signature: Bankers Trust Corporation By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: Bankers Trust Company, as Trustee for various employee benefit plans. By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: BT Alex.Brown By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary CUSIP No. 913017109 Page 10 of 10 Pages Signature: BT Australia Limited By: /s/ Cameron Ross Paterson Name: Cameron Ross Paterson Title: Secretary Signature: BT Holdings (UK), Ltd. By: /s/Ian Pellow Name: Ian Pellow Title: Secretary-Treasurer Signature: Alex.Brown Investment Management By: /s/ J. Dorsey Brown, III Name: J. Dorsey Brown, III Title: Chief Executive Officer Exhibit A The chain of ownership from Bankers Trust Corporation to Bankers Trust Company is shown below: Bankers Trust Corporation | | 100% | | Bankers Trust Company Exhibit B The chain of ownership from Bankers Trust Corporation to BT Alex. Brown and Alex.Brown Investment Management is shown below: Bankers Trust Corporation | | 100% | | BT Alex. Brown Holdings Incorporated |________________ | | | | 49% | | | | Alex.Brown Investment Management | (limited partnership) | | | | 100% | | BT Alex. Brown Incorporated | | 1% | | Alex.Brown Investment Management (limited partnership) EXHIBIT C The chain of ownership from Bankers Trust New York Corporation to BT Australia Limited is shown below: Bankers Trust New York Corporation | 100% | Bankers Trust Company | 100% | Bankers International Corporation | 100% | B.T. International (Delaware), Inc. | 100% | BT Foreign Investment Corporation | 100% | BT Investments (Australia) Limited | 100% | Bankers Trust Australia Limited | 100% | BT Australia Limited EXHIBIT D The chain of ownership from Bankers Trust Corporation to Bankers Trust Holdings (UK), Limited is shown below: Bankers Trust Corporation | 100% | Bankers Trust Company | 100% | Bankers International Corporation | 100% | BT Holdings (Europe) Limited | 100% | Bankers Trust Holdings (UK) Limited -----END PRIVACY-ENHANCED MESSAGE-----