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Filed pursuant to Rule 424(b)(3)
Registration Nos. 33-45440
33-28974
2-87322
2-63770
2-67552
APPENDIX TO PROSPECTUS
DATED JUNE 15, 1989
UNITED TECHNOLOGIES CORPORATION
This Appendix covers shares of Common Stock of United Technologies
Corporation (the "Corporation"), which are issuable upon the exercise of options
granted under the following stock option plans:
1979 Long Term Incentive Plan
United Technologies Corporation Long Term Incentive Plan
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________
No person is authorized to give any information or to make any
representations not contained in this Appendix or in the Prospectus to which
this Appendix relates; and any information or representation not so contained
must not be relied upon as having been authorized by the Corporation.
Additional copies of the Prospectus dated June 15, 1989 are available upon
request to William H. Trachsel, Secretary, United Technologies Corporation,
United Technologies Building, Hartford, Connecticut 06101.
____________________
The date of this Appendix is May 6, 1994
GENERAL INFORMATION
This Appendix relates to shares of Common Stock which may be issued upon
the exercise of stock options, stock appreciation rights, performance units, the
award of restricted shares of Common Stock or other market-based or performance-
based awards granted under the Corporation's 1979 Long Term Incentive Plan (the
"1979 Plan") or the United Technologies Corporation Long Term Incentive Plan
(the "UTC Plan") to participants in such Plans. The aforementioned stock
options, stock appreciation rights, performance units, restricted shares and
market-based or performance-based awards are hereinafter referred to as
"Options", "Rights", "Units", "Shares", and "Awards", respectively.
The purpose of the 1979 Plan and the UTC Plan is to provide additional
incentive to key individuals, including officers of the Corporation and of its
subsidiaries whose judgment, initiative and efforts are responsible for the
successful operation of the Corporation's business and to increase their
proprietary interest in the success of the Corporation. No further grants
beyond those already granted can be made under the 1979 Plan. The Committee on
Compensation and Executive Development (the "Committee") or the Board, acting
upon the recommendation of the Committee, selected participants under the 1979
Plan. The Committee, or persons to whom the Committee shall delegate its
authority, selects participants under the UTC Plan.
Neither the 1979 Plan nor the UTC Plan are subject to any provision of the
Employee Retirement Income Security Act of 1974, as amended.
ADMINISTRATIVE COMMITTEES
The UTC Plan is administered by the Committee or such persons to whom the
Committee shall delegate its authority. The members of the Committee are
appointed by the Board of Directors at the annual organizational meeting of the
Board of Directors following the annual meeting of shareowners of the
Corporation. The members are appointed for a term of one year or until their
successors have been appointed and duly qualified, and may be removed from
office by the Board of Directors. The Committee, which may act upon the
recommendation of such persons to whom the Committee shall delegate its
authority, selects the persons to whom Options, Rights, Units, Shares and other
Awards should be granted, the types of such Options to be granted and, subject
to the limitations contained in the Plan, the number of shares to be covered by
such Options, Rights, Units and other Awards.
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The names and addresses of the members of the Committee are as follows:
Robert F. Dee, Chairman P.O. Box 900
900 River Road
Conshohocken, PA 19428
Howard H. Baker, Jr P.O. Box 8
3 Courthouse Square
Huntsville, TN 37756
Charles W. Duncan, Jr. Texas Commerce Tower
600 Travis-61st Floor
Houston, TX 77002-3007
Jacqueline G. Wexler 7529 Somerset Shores Ct.
Orlando, FL 32819
OPTIONS UNDER THE UTC PLAN
As of February 28, 1994, 3,642,003 shares of Common Stock were subject to
outstanding currently exercisable Options and 2,768,881 shares of Common Stock
were subject to outstanding Options exercisable in the future as follows:
Range of
Dates Range of
Number of Number of Average When Options Expiration
Optionees(1) Shares Option First Become Dates
Subject to Price(2) Exercisable
Option
2,380 6,410,884 $53.99 2/03/92 to 1/29/99 to
2/28/97 2/28/04
__________
(1) Since Options were granted to key employees at the discretion of the
Corporation's Board of Directors, the number of employees eligible to
participate cannot be determined.
(2) On February 28, 1994, the closing price per share of Common Stock on
the New York Stock Exchange was $68.00.
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OPTIONS UNDER THE 1979 PLAN
As of February 28, 1994, 2,138,914 shares of Common Stock were subject to
outstanding currently exercisable Options.
Range of Dates
When Options Range of
Number of Number of Average First Become Expiration
Optionees(1) Shares Option Exercisable(2) Dates(2)
Subject to Price(3)
Option(2)
601 2,138,914 $41.63 4/16/80 to 12/31/88 to
3/30/92 11/29/98
No further Options may be granted under the Plan.
__________
(1) Since Options are granted to key employees at the discretion of the
Corporation's Board of Directors, the number of employees eligible to
participate cannot be determined.
(2) Includes Options for 122,901 shares expiring on dates from 12/31/94 to
12/31/95, granted as Incentive Stock Options.
(3) See Footnote (2) following the table "Options Under the UTC Plan"
above.
CHANGES IN FEDERAL INCOME TAX CONSEQUENCES
The Prospectus dated June 15, 1989, discusses some of the major Federal
income tax consequences of the Plan, based on applicable provisions of the
Federal income tax laws and regulations in effect on the date of the Prospectus.
Changes in those tax consequences, resulting from subsequent changes in the law,
are summarized below.
Tax Rates. An individual taxpayer's net capital gain (the amount by which
any net long-term capital gain exceeds any net short-term capital loss in the
same taxable year) generally is taxed at ordinary income rates. However, the
maximum tax rate on net capital gain is 28 percent. For certain individual
taxpayers, the maximum tax rate on net capital gain might be less than the tax
rate on the taxpayer's ordinary income.
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Securities Law Restrictions. Effective May 1, 1991, a Participant subject
to the provisions of Section 16(b) of the Securities Exchange Act of 1934 (an
"Insider") may, without incurring liability under Section 16(b), dispose of
securities acquired pursuant to an Incentive Stock Option, Non-Qualified Stock
Option, Stock Appreciation Right, or other award under the Plan after the
expiration of six months from the date on which the award is granted, rather
than six months from the date on which securities are transferred pursuant to
such award. As a result, the date on which the Insider must ordinarily
recognize income in connection with the transfer of such securities (and the
date on which the fair market value of the securities is determined for Federal
income tax purposes) will typically occur on the date of exercise or transfer
(or, if later, six months from the date of the award), rather than six months
from the date on which the securities are transferred to the Insider.
The Federal income tax consequences of any award under the Plan will depend
on the specific nature, terms and conditions of the award. Before exercising an
award received under the Plan, disposing of shares acquired pursuant to the
exercise of such an award, or taking any other action under the Plan, a
Participant should consult a professional tax advisor concerning the Federal and
any state, local or foreign income tax consequences of such action as they apply
to his or her specific circumstances. This discussion of recent changes in the
law is neither intended nor offered as a complete summary or as a legal
interpretation, and it does not address any consequences other than Federal
income tax consequences, including any aspects of state, local or foreign tax
law.
Tax Qualification of Plans. The Plans are not intended to qualify under
the provisions of Section 401(a) of the Code.
DESCRIPTION OF THE COMMON STOCK OF THE CORPORATION
The authorized capital stock of the Corporation consists of 500,000,000
shares of Common Stock of the par value of $5 each and 250,000,000 shares of
Preferred Stock of the par value of $1 of which one series of Preferred Stock is
issued and outstanding, the Series A ESOP Convertible Preferred Stock.
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