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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