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BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Vice President
Telephone: (212) 250-4599
February 17, 1998
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. 6 )*
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 New York Corporation, its wholly owned
subsidiary, Bankers Trust Company, its indirect
wholly owned subsidiaries, BT Alex.Brown Incorporated
(BT Alex.Brown) and Alex. Brown Capital Advisory and
Trust Company (Alex. Brown Capital Advisory and
Trust); 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 New York Corporation, and Bankers Trust
Company are New York Corporations. BT Alex.Brown is a
Delaware Corporation. Alex.Brown Capital Advisory and
Trust is a Maryland Corporation. Alex.
Brown Investment Management is a Maryland Limited
Partnership.
NUMBER OF 5. SOLE VOTING POWER
SHARES
Bankers Trust Company 2,552,082 shares
BT Alex.Brown 14,300 shares
Alex.Brown Capital
Advisory and Trust 7,500 shares
Alex.Brown Investment
Management 283,150 shares
2,857,032 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
Bankers Trust Company 4,000 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
Alex.Brown Investment
Management 0 shares
4,000 shares
CUSIP No. 913017109 Page 3 of 10 Pages
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
Bankers Trust Company 3,645,742 shares
BT Alex.Brown 15,300 shares
Alex.Brown Capital
Advisory and Trust 7,500 shares
Alex.Brown Investment
Management 1,092,116 shares
4,760,658 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH
Bankers Trust Company 6,400 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
Alex.Brown Investment
Management 0 shares
6,400 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 3,652,142 shares
BT Alex.Brown 15,300 shares
Alex.Brown Capital
Advisory and Trust 7,500 shares
Alex.Brown Investment
Management 1,092,116 shares
4,767,058 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 1.41%
BT Alex.Brown 0.00%
Alex.Brown Capital
Advisory and Trust 0.00%
Alex.Brown Investment
Management 0.42%
1.83%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Alex.Brown - BD
Alex.Brown Capital Advisory and Trust - BK
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 NEW YORK
CORPORATION, BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK"), OR BT ALEX.BROWN, ALEX BROWN CAPITAL ADVISORY
AND TRUST, 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, 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 New York Corporation, its wholly-
owned subsidiary, Bankers Trust Company; its
indirect wholly-owned subsidiaries,
BT Alex. Brown and Alex. Brown Capital Advisory
and Trust; its indirect 50 percent owned
affiliate Alex.Brown Investment Management
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
For Bankers Trust New York Corporation,
Bankers Trust Company and BT Alex.Brown
130 Liberty Street
New York, New York 10006
For Alex.Brown Capital Advisory and Trust
19 South Street
Baltimore, Maryland 21202
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 New York 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.
Alex.Brown Capital Advisory and Trust is
a Maryland Corporation with its principal
business office located in Maryland.
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 New York 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
15 of the Act.
For Alex.Brown Capital Advisory and Trust
(b) [X] Bank as defined in section 3(a)(6) of the Act.
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, 1997
(i)
Bankers Trust Company 3,652,142 shares
BT Alex.Brown 15,300 shares
Alex.Brown Capital
Advisory and Trust 7,500 shares
Alex.Brown Investment
Management 1,092,116 shares
4,767,058 shares
(ii) Bankers Trust Company was also the record owner of
26,179,098 shares(*) held for 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 New York Corporation hereby disclaim
beneficial ownership of such securities.
_________________________
(*) This balance includes 26,174,428 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, 1997
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 New York Corporation,
Bankers Trust Company,BT Alex.Brown, Alex Brown
Capital Advisory and Trust, and Alex.Brown
Investment Management acknowledges beneficial
ownership constitutes of the following:
Bankers Trust Company 1.41%
BT Alex.Brown 0.00%
Alex.Brown Capital
Advisory and Trust 0.00%
Alex.Brown Investment
Management 0.42%
1.83%
The common stock as to which Bankers Trust New
York Corporation and Bankers Trust Company
disclaims beneficial ownership constitutes 10.1%
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 2,552,082 shares
BT Alex.Brown 14,300 shares
Alex.Brown Capital
Advisory and Trust 7,500 shares
Alex.Brown Investment
Management 283,150 shares
2,857,032 shares
(ii) shared power to vote or to direct the vote -
Bankers Trust Company 4,000 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
Alex.Brown Investment
Management 0 shares
4,000 shares
(iii)sole power to dispose or to direct the disposition
of -
Bankers Trust Company 3,645,742 shares
BT Alex.Brown 15,300 shares
Alex.Brown Capital
Advisory and Trust 7,500 shares
Alex.Brown Investment
Management 1,092,116 shares
4,760,658 shares
CUSIP No. 913017109 Page 8 of 10 Pages
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 6,400 shares
BT Alex.Brown 0 shares
Alex.Brown Capital
Advisory and Trust 0 shares
Alex.Brown Investment
Management 0 shares
6,400 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.
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 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, 1997
Signature: Bankers Trust New York 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: Alex.Brown Capital Advisory and Trust
By: /s/ Gregg Hawes
Name: Gregg Hawes
Title: Secretary
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 New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
|
100%
|
|
Bankers Trust Company
Exhibit B
The chain of ownership from Bankers Trust New York
Corporation to BT Alex. Brown, Alex. Brown Capital Advisory
and Trust and Alex.Brown Investment Management is shown
below:
Bankers Trust New York Corporation
|
|
100%
|
|
BT Alex.Brown Holdings Incorporated
|
_________________________|________________
| | |
| | |
| 49% |
| | |
| | |
| Alex.Brown Investment Management
|
| (limited partnership) |
| |
| |
| |
100% 100%
| |
| |
Alex. Brown Financial Corporation BT Alex. Brown Incorporated
| |
| |
100% 1%
| |
| |
Alex. Brown Asset Management Incorporated Alex.Brown Investment Management
| (limited partnership)
|
100%
|
|
Alex. Brown Capital Advisory and Trust Company