UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2005
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-812 | 06-0570975 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
One Financial Plaza
Hartford, Connecticut 06103
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(860) 728-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8—Other Events
Item 8.01. Other Events
The Bank of New York (“BONY”) resigned as trustee under the Amended and Restated Indenture, dated as of May 1, 2001, between United Technologies Corporation (“UTC”) and BONY, and the Indenture, dated as of August 1, 1982, as amended, between UTC and BONY (together, the “Indentures”). UTC has appointed The Bank of New York Trust Company, N.A. (“Bank of New York Trust”) as successor trustee under the Indentures, and Bank of New York Trust has accepted this appointment. BONY’s resignation and the appointment and acceptance of Bank of New York Trust became effective as of April 13, 2005.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits. |
UTC furnishes herewith the following exhibit to its Registration Statement on Form S-3 (File No. 333-118810):
| Exhibit Number |
Exhibit Description | |
| 25.1 | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED TECHNOLOGIES CORPORATION (Registrant) | ||||
| Date: April 25, 2005 | By: | /s/ Debra A. Valentine | ||
| Debra A. Valentine Vice President, Secretary and Associate General Counsel | ||||
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 25.1 | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A. |
Exhibit 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| (State of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
| 700 South Flower Street Suite 500 Los Angeles, California |
90017 | |||
| (Address of principal executive offices) | (Zip code) |
UNITED TECHNOLOGIES CORPORATION
(Exact name of obligor as specified in its charter)
| Delaware | 06-0570975 | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
| One Financial Plaza Hartford, Connecticut |
06103 | |||
| (Address of principal executive offices) | (Zip code) |
Debt Securities
(Title of the indenture securities)
| 1. | General information. Furnish the following information as to the trustee: | |||||
| (a) | Name and address of each examining or supervising authority to which it is subject. | |||||
| Name |
Address | |||||
| Comptroller of the Currency United States Department of the Treasury |
Washington, D.C. 20219 | |||||
| Federal Reserve Bank | San Francisco, California 94105 | |||||
| Federal Deposit Insurance Corporation | Washington, D.C. 20429 | |||||
| (b) | Whether it is authorized to exercise corporate trust powers. | |||||
| Yes. | ||||||
| 2. | Affiliations with Obligor. | |||||
| If the obligor is an affiliate of the trustee, describe each such affiliation. | ||||||
| None. | ||||||
| 16. | List of Exhibits. | |||||
| Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d). | ||||||
| 1. | A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). | |||||
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). | |||||
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). | |||||
| 4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). | |||||
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| 6. | The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). | |||
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. | |||
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 25th day of April, 2005.
| THE BANK OF NEW YORK TRUST COMPANY, N.A. | ||
| By: | /S/ R. ELLWANGER | |
| Name: | R. ELLWANGER | |
| Title: | ASSISTANT VICE PRESIDENT | |
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017
At the close of business December 31, 2004, published in accordance with Federal regulatory authority instructions.
| Dollar Amounts in Thousands | |||
| ASSETS |
|||
| Cash and balances due from depository institutions: |
|||
| Noninterest-bearing balances and currency and coin |
5,975 | ||
| Interest-bearing balances |
0 | ||
| Securities: |
|||
| Held-to-maturity securities |
79 | ||
| Available-for-sale securities |
27,506 | ||
| Federal funds sold and securities purchased under agreements to resell: |
|||
| Federal funds sold |
31,000 | ||
| Securities purchased under agreements to resell |
111,000 | ||
| Loans and lease financing receivables: |
|||
| Loans and leases held for sale |
0 | ||
| Loans and leases, net of unearned income |
0 | ||
| LESS: Allowance for loan and lease losses |
0 | ||
| Loans and leases, net of unearned income and allowance |
0 | ||
| Trading assets |
0 | ||
| Premises and fixed assets (including capitalized leases) |
2,356 | ||
| Other real estate owned |
0 | ||
| Investments in unconsolidated subsidiaries and associated companies |
0 | ||
| Customers’ liability to this bank on acceptances outstanding |
0 | ||
| Intangible assets: |
|||
| Goodwill |
237,448 | ||
| Other Intangible Assets |
17,376 | ||
| Other assets |
35,890 | ||
| Total assets |
$ | 468,630 | |
1
LIABILITIES
| Deposits: |
||||
| In domestic offices |
||||
| Noninterest-bearing |
9,060 | |||
| Interest-bearing |
0 | |||
| Not applicable |
||||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||
| Federal funds purchased |
0 | |||
| Securities sold under agreements to repurchase |
0 | |||
| Trading liabilities |
0 | |||
| Other borrowed money: |
58,000 | |||
| Not applicable |
||||
| Bank’s liability on acceptances executed and outstanding |
0 | |||
| Subordinated notes and debentures |
0 | |||
| Other liabilities |
46,904 | |||
| Total liabilities |
$ | 113,964 | ||
| Minority interest in consolidated subsidiaries |
0 | |||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
1,000 | |||
| Surplus |
294,040 | |||
| Retained earnings |
59,681 | |||
| Accumulated other comprehensive income |
(55 | ) | ||
| Other equity capital components |
0 | |||
| Total equity capital |
$ | 354,666 | ||
| Total liabilities, minority interest, and equity capital |
$ | 468,630 | ||
I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
| Thomas J. Mastro |
) | Comptroller |
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
| Richard G. Jackson |
) | |||
| Nicholas C. English |
) | Directors | ||
| Karen B. Shupenko |
) |
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