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Exhibit 28
NEWS (LOGO) UNITED
TECHNOLOGIES
___________________________________________________________________
Hartford, Connecticut 06101 (203) 728-7000
CONTACT: Martin Moore FOR IMMEDIATE RELEASE
(203) 728-7067
UTC PLANS PUBLIC STOCK OFFERING OF ITS AUTOMOTIVE BUSINESS
HARTFORD, Conn., Jan. 19, 1994 -- United Technologies Corporation (UTC)
plans to sell shares in its automotive subsidiary, UT Automotive, Inc. (UTA),
in an underwritten public offering in the United States and internationally.
The required registration statement for the offering was filed today with the
Securities and Exchange Commission.
UTC Chairman and Chief Executive Officer Robert F. Daniell said, "The
markets, customers and product offerings of UT Automotive are outside of the
core aerospace and building systems businesses of UTC. The offering provides
UTC with an opportunity, given current market conditions, to unlock a portion
of its investment in UT Automotive."
No decisions have been made regarding UTC's use of the proceeds. The
proceeds from the transaction will enhance UTC's financial flexibility for
programs such as reducing debt, buying back UTC shares, increasing dividends
or expanding UTC core operations through acquisitions and joint ventures.
UTC President and Chief Operating Officer George David said, "This is
an extraordinarily effective move for United Technologies Corporation. We
believe it is equally effective for UT Automotive."
The offering will consist of 17,800,000 shares of UTA Class A Common
Stock, plus an over-allotment option for the underwriters to purchase up to an
additional 1,780,000 shares. The Class A shares are expected to represent
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between 40 and 44 percent of the equity interest of UTA. All of the shares
will be offered for sale by United Technologies. An application will be made
to list the Class A Common Stock on the New York Stock Exchange. The offering
price is expected to be between $22 and $24 per share.
Prior to the offering, UTA will pay a $360 million dividend to UTC.
After the offering, UTC will continue to own all the shares of UTA
Class B Common Stock. The Class B Common Stock will represent between 56 and
60 percent of the equity interest of UTA, will have the ability to elect 80
percent of the directors of UTA, and will, subject to certain exceptions, be
convertible on a share-for-share basis into Class A Common Stock. Except for
the ability to elect directors, the Class A Common Stock is substantially
identical to the Class B Common Stock.
The Class B Stock structure provides UTC with the flexibility to retain
a controlling interest in UTA or to distribute all or a portion of its
remaining shares in UTA. Future distributions by UTC could be through
underwritten public offerings or private placements or possibly through a tax-
free dividend to UTC shareholders.
The current management of UTA will continue to operate the company
after the stock offering, and employee benefits and contracts will not be
affected by the offering.
A registration statement related to these securities has been filed
with the SEC, but has not yet become effective. The securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation, or sale would be
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unlawful prior to registration or qualification under the security laws of any
such state.
Lehman Brothers Inc., Salomon Brothers Inc., and Lazard Freres & Co.
will act as managing underwriters for the offering.
UTA develops, manufacturers and markets a wide variety of systems and
components for the automotive industry. United Technologies Corporation
provides a broad range of high technology products and support systems to the
aerospace, building systems and automotive industries.
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