<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>DEFINITIVE NOTICE & PROXY STATEMENT
<TEXT>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
[Amendment No ]
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
UNITED TECHNOLOGIES CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and sate how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously by written preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
United Technologies Corporation
One Financial Plaza
Hartford, CT 06103
[LOGO OF UNITED TECHNOLOGIES]
March 23, 2001
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
Dear Fellow Shareowner:
You are cordially invited to attend the 2001 Annual Meeting of Shareowners of
United Technologies Corporation to be held on April 27, 2001 at the Carrier
Theater in the Mulroy Civic Center at The Oncenter, 411 Montgomery Street,
Syracuse, New York. The doors will open at 10:30 a.m. and the meeting will
begin at 11:00 a.m. The meeting will address the following matters:
1. Election of eleven directors.
2. Appointment of independent accountants.
3. Shareowner proposals described in the accompanying Proxy Statement.
4. Other business if properly raised.
You may attend and vote at the meeting if you were an owner of record of the
Corporation's Common Stock or Series A ESOP Convertible Preferred Stock at the
close of business on March 9, 2001, the record date for the meeting. You may
also attend and vote at the meeting if you are the authorized representative by
proxy of a shareowner of record on that date.
Since seating is limited, we ask that you request a ticket in advance to
attend. Please refer to page 2 of the attached Proxy Statement for further
information concerning tickets.
YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT A PROXY OR VOTING INSTRUCTIONS AS
SOON AS POSSIBLE. Most shareowners have a choice of voting over the Internet,
by telephone or by using a traditional proxy card. Please refer to your proxy
materials or the information forwarded by your bank, broker or other holder of
record to see which voting methods are available to you.
George David Karl J. Krapek
Chairman and Chief Executive Officer President and Chief Operating
Officer
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Questions and Answers...................................................... 1
Summary of Business Matters to be Voted on................................. 4
General Information Concerning the Board of Directors...................... 5
Nominees.................................................................. 5
Committees................................................................ 8
Compensation of Directors................................................. 8
Security Ownership of Directors, Nominees and Executive Officers........... 9
Report of the Audit Committee.............................................. 10
Report of the Committee on Compensation and Executive Development.......... 11
Compensation of Executive Officers......................................... 13
Summary Compensation Table................................................ 13
Option/SAR Grants in Last Fiscal Year..................................... 14
Aggregated Option/SAR Exercises and Values................................ 14
Performance Graph......................................................... 15
Section 16(a) Reporting................................................... 15
Certain Business Relationships............................................ 15
Employment Contracts...................................................... 16
Pension Plan Table........................................................ 16
Shareowner Proposals....................................................... 17
Appendix: Audit Committee Charter.......................................... 21
</TABLE>
<PAGE>
UNITED TECHNOLOGIES CORPORATION
PROXY STATEMENT
YOUR VOTE IS VERY IMPORTANT
Whether or not you plan to attend the Annual Meeting, please submit a proxy or
voting instructions as soon as possible so that your shares can be voted at the
meeting in accordance with your instructions.
The Board of Directors is soliciting proxies for the 2001 Annual Meeting of
Shareowners of United Technologies Corporation to be held on April 27, 2001. We
are mailing this Proxy Statement and making it available on the Corporation's
Internet website (www.utc.com) on or about March 23, 2001. The Corporation's
Annual Report, including financial statements for the year 2000, was mailed to
shareowners and made available on the Corporation's Internet website on or
about February 13, 2001.
QUESTIONS AND ANSWERS
How does the Board of Directors recommend I vote on the matters to be
addressed?
The Board recommends a vote FOR each of the Corporation's nominees for election
as directors, FOR the appointment of PricewaterhouseCoopers LLP as independent
accountants, and AGAINST each of the shareowner proposals described on pages 17
through 20.
Who is entitled to vote?
Owners of Common Stock or Series A ESOP Convertible Preferred Stock of the
Corporation at the close of business on March 9, 2001 are entitled to vote.
This includes shares you held on that date (1) directly in your name as the
shareowner of record and (2) through a broker, bank or other holder of record
(including any shares held through a UTC employee savings plan), where the
shares were held for you as the beneficial owner. A list of shareowners of
record entitled to vote will be available at the offices of the Corporation at
One Financial Plaza, Hartford, CT 06103 for 10 days prior to the meeting and at
the meeting location during the meeting.
How do I vote?
Since many shareowners are unable to attend the meeting in person, we send
proxy cards and offer electronic voting to all shareowners of record, to enable
them to direct the voting of their shares. Those shareowners of record who
previously elected to receive electronic access to their proxy materials
(rather than receiving mailed copies) will receive e-mail notification as to
how to submit their voting instructions. Brokers, banks and nominees generally
solicit voting instructions from the beneficial owners of shares held by them
and typically offer telephonic or electronic means by which such instructions
can be given, in addition to the traditional mailed voting instruction cards.
How do I vote by telephone or via the Internet?
Shareowners of record and participants in a UTC employee savings plan in the
United States or Canada may submit voting instructions by telephone by dialing
1-877-PRX-VOTE or 1-877-779-8683, entering the voter control number found on
their proxy card (or in the e-mail message they receive with voting
instructions) and following the voice prompts. Shareowners of record and
savings plan participants may also submit voting instructions via the Internet
by accessing the following website: www.eproxyvote.com/utx, entering the voter
control number on their proxy card (or in the e-mail message they receive with
voting instructions) and marking the appropriate boxes to enter voting
instructions. Please note that shareowners who wish to exercise cumulative
voting rights must do so by submitting a written proxy or voting instructions.
Beneficial owners of shares held through a broker, bank or other nominee may
submit voting instructions by telephone or via the Internet if the firm holding
your shares offers these voting methods. Please refer to the voting
instructions provided by your bank, broker or nominee for information.
<PAGE>
How will my proxy vote my shares?
The designated proxy holders will vote according to the instructions you submit
on your proxy card, by telephone or via the Internet. If you sign and return
your card or submit voting instructions by telephone or via the Internet but do
not indicate your voting instructions on one or more of the matters listed, the
proxy holders will vote all uninstructed shares for each of the Corporation's
nominees for election as a director, for the appointment of
PricewaterhouseCoopers LLP as independent accountants, and against the other
proposals.
How many shares can vote?
As of the record date, 471,997,981 shares of Common Stock and 11,475,352 shares
of Series A ESOP Convertible Preferred Stock were issued and outstanding.
Owners of Common Stock are entitled to one vote for each share held and owners
of Series A ESOP Convertible Preferred Stock are entitled to 5.2 votes for each
share held. There were therefore a total of 531,669,809 eligible votes as of
the record date. A quorum requires the presence at the Annual Meeting, in
person or by proxy, of the holders of a majority of the votes entitled to be
cast at the meeting.
How many votes are needed for matters to be adopted at the meeting?
The eleven director nominees receiving the highest number of votes will be
elected. Other matters will be approved if they receive the affirmative vote of
a majority of the votes constituting the quorum at the Annual Meeting. If a
shareowner abstains from voting on a particular matter, or if a broker is not
allowed under stock exchange rules to vote shares for which a client has not
given voting instructions, the effect will be the same as a vote "against" the
matter.
In the election of directors, cumulative voting is permitted. This means that
each owner of Common Stock is entitled to a number of votes equal to the number
of shares of Common Stock owned multiplied by the number of directors to be
elected and each owner of Series A ESOP Convertible Preferred Stock is entitled
to a number of votes equal to 5.2 times the number of shares of Series A ESOP
Convertible Preferred Stock owned multiplied by the number of directors to be
elected. This number of votes may be cast for a single nominee or may be
distributed among any two or more nominees in the discretion of the shareowner.
Cumulative voting rights can be exercised only by submission of a written proxy
or voting instruction. If no instruction is given, the votes will be
distributed by the proxy holders equally among the Corporation's nominees.
Who can attend the Annual Meeting and how do I request a ticket?
All shareowners of record on March 9, 2001 can attend. Since seating is
limited, we ask that you request a ticket in advance to attend. If your shares
are registered directly in your name on the records of the stock transfer agent
(First Chicago Trust Company, a division of EquiServe), or if you are an
employee savings plan participant, you can request a ticket by mailing in the
Reservation Card you received with your proxy materials. If you enrolled to
receive your proxy materials via the Internet, you can request a ticket by
sending an e-mail request to the Corporate Secretary at corpsec@corphq.utc.com.
If you forget to bring your ticket, you will be admitted to the meeting only if
you are a shareowner of record or savings plan participant as of March 9, 2001
and bring proof of identification. If you are the beneficial owner of shares
held through a broker, bank or nominee, and you would like to attend, you may
request a ticket by writing to the Corporate Secretary, United Technologies
Corporation, One Financial Plaza, Hartford, CT 06103, and including a copy of
your brokerage account statement or a legal proxy from your broker or bank, in
each case showing your ownership of shares as of the record date.
Who will count the vote? Is my vote confidential?
Representatives of First Chicago Trust Company, a division of EquiServe, will
act as Inspectors of Election, supervise the voting, decide the validity of
proxies, and receive and tabulate proxies. Proxy cards, ballots and voting
tabulations that identify individual shareowners are mailed or returned
directly to First Chicago Trust Company, a division of EquiServe, and handled
in a manner that protects the confidentiality of voting. Your vote will not be
disclosed except as required by law.
2
<PAGE>
Can I revoke my proxy?
Yes. You may revoke your proxy before it is voted by sending written notice to
the Corporate Secretary, United Technologies Corporation, One Financial Plaza,
Hartford, CT 06103, that you are revoking your proxy; by following the
procedures given for revoking your proxy when voting by telephone or via the
Internet; by submitting a new proxy with a later date; or by voting in person
at the meeting.
How are shares held by the UTC employee savings plans voted?
Participants in the UTC Common Stock Fund or in the UTC Employee Stock
Ownership Plan may direct the voting of shares by Bankers Trust Company, the
savings plan trustee, by returning a proxy card or by voting by telephone or
via the Internet. If you do not provide voting instructions or if your
instructions are incomplete or unclear, the trustee will vote your shares in
proportion to the way the other savings plan participants voted their savings
plan shares. The trustee will vote unallocated UTC stock in the ESOP Fund in
the same proportion as uninstructed shares.
Can I vote in person at the Annual Meeting?
Persons who submit a proxy or voting instructions need not vote at the Annual
Meeting. However, we will pass out written ballots to any shareowner of record
or authorized representative of a shareowner of record who wants to vote in
person at the Annual Meeting rather than by proxy. Voting in person will revoke
any proxy previously given. If you hold your shares through a bank, broker or
nominee, you must obtain a proxy from your broker, bank or nominee to vote in
person.
How will voting on any other business be conducted?
Although we do not know of any business to be conducted at the 2001 Annual
Meeting other than the matters described in the Proxy Statement, the voting
instructions you submit give authority to the proxy holders to vote on other
matters, if they arise, in accordance with their best judgment.
When are shareowner proposals for the 2002 Annual Meeting due?
Any shareowner who wishes to have a shareowner proposal included in the
Corporation's proxy statement for the 2002 Annual Meeting must submit the
proposal in writing to the Corporate Secretary for receipt by November 23,
2001. A shareowner who wishes to introduce a proposal to be voted on at the
Corporation's 2002 Annual Meeting must send advance written notice to the
Corporate Secretary for receipt no earlier than December 28, 2001 and no later
than January 27, 2002, and must provide the information specified by the
Bylaws. Proposals must comply with all applicable rules and regulations of the
Securities and Exchange Commission.
How are proxies solicited and how much did this proxy solicitation cost?
Georgeson & Company Inc. will assist in the distribution of proxy materials and
the solicitation of proxies for a fee estimated at $15,500, plus out-of-pocket
expenses. Proxies will be solicited on behalf of the Board of Directors by
mail, via the Internet, in person and by telephone. The Corporation will bear
the cost of soliciting proxies. The Corporation also reimburses brokers and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket
expenses for forwarding proxy materials to the persons for whom they hold
shares.
How do I request electronic access to the proxy materials, instead of receiving
mailed copies?
Shareowners of record who contact the Corporation's stock transfer agent at
www.econsent.com/utx/ prior to the mailing dates for proxy materials can sign
up to receive electronic access to the materials rather than receiving mailed
copies. Shareowners who elect to use this convenient and environmentally-
friendly method will receive e-mail notification as soon as the Annual Report,
Proxy Statement and Proxy are released, with instructions and electronic links
to access the documents on a UTC website (in PDF and HTML formats) and to vote
your shares via the Internet. Your enrollment for electronic access will remain
in effect for subsequent years, unless you revoke it. Revocation will be
effective for the next distribution of proxy materials, provided that it is
received prior to the mailing date for proxy materials. Beneficial shareowners
may also be able to request electronic access to their proxy materials by
contacting their broker, or other nominee, or ADP ICS at
www.utc.com/beneficial.
3
<PAGE>
Who are the largest principal shareowners?
Based upon filings with the Securities and Exchange Commission, the Corporation
is aware that as of December 31, 2000, the following entity was a beneficial
owner of more than five percent of the outstanding Common Stock of the
Corporation:
<TABLE>
<CAPTION>
Class of Shares
Security Name and Address Beneficially Owned Percent of Class
-------- ------------------------ ------------------ ----------------
<S> <C> <C> <C>
Common Stock Massachusetts Financial 24,849,809(1) 5.3%
Services Company ("MFS")
500 Boylston Street
Boston, MA 02116
</TABLE>
Bankers Trust Company, 130 Liberty Street, New York, NY 10006, holds all of the
shares of Series A ESOP Convertible Preferred Stock as trustee for employees of
the Corporation who participate in the Corporation's Employee Stock Ownership
Plan. Bankers Trust Company disclaims beneficial ownership of all of the Series
A ESOP Convertible Preferred Stock.
SUMMARY OF BUSINESS MATTERS TO BE VOTED ON
Item 1. Election of Directors.
The entire Board of Directors is elected annually by the shareowners at the
Annual Meeting. The Board has selected eleven nominees based upon the
recommendation of its Nominating Committee, which evaluates candidates based
upon their ability, integrity, experience in international business and
awareness of the appropriate role of the corporation in society. Each of the
nominees is currently serving as a director of the Corporation and was elected
a director at the 2000 Annual Meeting. If any of the nominees becomes
unavailable prior to the Annual Meeting to serve as a director, the proxy
holders will, in their discretion, vote the shares for which they serve as
proxy for another person nominated by the Board, unless the Board reduces the
number of directors to be elected.
The Board of Directors recommends that you vote FOR each of the nominees.
Item 2. Appointment of Independent Accountants.
The Audit Committee has nominated PricewaterhouseCoopers LLP to serve as
Independent Accountants for the Corporation until the next Annual Meeting in
2002. PricewaterhouseCoopers LLP provided audit and other services during 2000
for fees totaling $49 million. This included the following fees:
Audit Fees: $9.8 million for the annual audit of the Corporation's consolidated
financial statements and review of interim financial statements in the
Corporation's Form 10-Q reports.
Financial Information Systems Design and Implementation Fees: $13.5 million;
All Other Fees: $25.7 million for all other services, principally audit-related
and tax services.
In accordance with its Charter, the Audit Committee reviews with
PricewaterhouseCoopers LLP whether the non-audit services provided by them are
compatible with maintaining their independence. Representatives of
PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have an
opportunity to make any statements they desire, and will also be available to
respond to appropriate questions from shareowners.
The Board of Directors recommends that you vote FOR approval of
PricewaterhouseCoopers LLP as Independent Accountants for the Corporation.
--------
(1) MFS has advised that it held sole voting power with respect to 24,791,016
shares, sole dispositive power with respect to 24,849,809 shares and,
together with certain other non-reporting entities, beneficial ownership of
24,849,809 shares.
4
<PAGE>
Items 3-5. Shareowner Proposals.
Three shareowner proposals and the responses of the Board of Directors are
included beginning on page 17.
The Board of Directors recommends that you vote AGAINST each of the shareowner
proposals for the reasons given on pages 17 through 20.
The Board of Directors is not aware of any other business matters to be
presented for action at the Annual Meeting. However, in the event that any
other matter properly comes before the meeting, the shareowners present at the
meeting will have an opportunity to vote on the item.
GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
Nominees.
The following are brief biographical sketches for each person nominated for
election to the Board of Directors:
[PHOTO]
ANTONIA HANDLER CHAYES, Senior Advisor and Vice
Chair of the Board of Conflict Management Group,
a non-profit conflict resolution consulting firm
and an Adjunct Lecturer at the J.F. Kennedy
School of Government at Harvard University. Dr.
Chayes is also Co-Director of the Project on
International Law and Conflict Management at the
Program on Negotiation at Harvard Law School. She
is a member of the American Law Institute, the
Council on Foreign Relations and the Aspen Strategy Core Group.
She is 71 and has been a director of the Corporation since
1981.
[PHOTO]
GEORGE DAVID, Chairman and Chief Executive
Officer, United Technologies Corporation. Mr.
David served as the Corporation's President from
1992 to 1999. He was elected Chief Executive
Officer in 1994 and Chairman in 1997. Mr. David
is a board member of the Institute for
International Economics, and Chairman or
President of the Boards of the Graduate School of
Business Administration at the University of
Virginia, the National Minority Supplier Development Council,
and the Wadsworth Atheneum Museum of Art in Hartford, CT. Mr.
David also co-Chaired the Trans-Atlantic Business Dialogue for
the year 2000. He is 58 and has been a director of the
Corporation since 1992.
[PHOTO]
JEAN-PIERRE GARNIER, Ph.D., Chief Executive
Officer and Executive Member of the Board of
Directors of GlaxoSmithKline plc
(pharmaceuticals). Dr. Garnier served as Chief
Executive Officer of SmithKline Beecham plc in
2000 and as Chief Operating Officer and Executive
Member of the Board of Directors of SmithKline
Beecham plc from 1996 to 2000. He served as
Chairman, Pharmaceuticals, SmithKline Beecham
from 1994 to 1995. Dr. Garnier is a director of the Eisenhower
Exchange Fellowships. Dr. Garnier is 53 and has been a director
of the Corporation since 1997.
5
<PAGE>
[PHOTO] JAMIE S. GORELICK, Vice Chair of Fannie Mae, a
New York Stock Exchange company that is the
nation's largest source of financing for home
mortgages. Prior to joining Fannie Mae in 1997,
Ms. Gorelick was Deputy Attorney General of the
United States, a position she assumed in 1994.
In addition to serving on the Board of Fannie
Mae, Ms. Gorelick serves on the Harvard Board of
Overseers and the Boards of America's Promise,
the Carnegie Endowment for International Peace,
and the Washington Legal Clinic for the
Homeless, as well as other civic organizations.
She is a member of the Council on Foreign
Relations and the Central Intelligence Agency's
National Security Advisory Panel. She is 50 and
has been a director of the Corporation since
2000.
[PHOTO]
KARL J. KRAPEK, President and Chief Operating
Officer, United Technologies Corporation. Mr.
Krapek served as Executive Vice President of the
Corporation from 1997 to 1999 and as President,
Pratt & Whitney from 1992 to 1999. He is
Chairman of the Board of Directors of the
Connecticut Capitol Region Growth Council,
Chairman of the MetroHartford Millennium
Management Group, Vice Chairman of the Board of
Trustees of the Connecticut State University
System and Chairman of its Finance Committee, a
member of the Director's Advisory Board of the Yale Cancer
Center, and a director of Saint Francis Care, Inc. Mr. Krapek
is 52 and has been a director of the Corporation since 1997.
[PHOTO]
CHARLES R. LEE, Chairman and Co-Chief Executive
Officer, Verizon Communications
(telecommunications). Mr. Lee served as Chairman
and Chief Executive Officer of GTE Corporation
from 1992 to 2000. He is a director of The
Procter & Gamble Company and USX Corporation. He
is a member of the Business Roundtable and the
Business Council, a Cornell University
Presidential Councilor and an Emeritus Trustee
of the Board of Trustees of Cornell University,
a director of the New American Schools Emeritus
Corporation, a member of the Conference Board,
and a director of the Stamford Hospital Foundation. He is 61
and has been a director of the Corporation since 1994.
[PHOTO]
RICHARD D. MCCORMICK, President, International
Chamber of Commerce. Mr. McCormick served as
Chairman of the Board of U S WEST, Inc. from
June 1998 until his retirement in May 1999. He
was Chairman, President and Chief Executive
Officer of U S WEST, Inc. from May 1992 until
June 1998. He is also a director of United
Airlines, Wells Fargo and Company, Concept Five
Technologies and HealthTrio Inc. In addition, he
is Chairman of the United States Council for
International Business, a director of Creighton
University, a member of the Business Council and
a trustee of the Denver Art Museum. Mr. McCormick is 60 and
has been a director of the Corporation since 1999.
6
<PAGE>
[PHOTO]
FRANK P. POPOFF, Retired Chairman and Chief
Executive Officer, The Dow Chemical Company. Mr.
Popoff served as Chairman of The Dow Chemical
Company from 1992 to 2000 and as its Chief
Executive Officer from 1987 to 1995. Mr. Popoff is
also a director of American Express Company, Qwest
Communications International Inc., Chemical
Financial Corporation and Michigan Molecular
Institute. He is a past chairman of the Chemical
Manufacturers Association and a member of the
Business Council for Sustainable Development, the
Business Council, the Council for Competitiveness,
the American Chemical Society and Director
Emeritus of the Indiana University Foundation. Mr. Popoff is 65
and has been a director of the Corporation since 1996.
[PHOTO]
ANDRE VILLENEUVE, Chairman of Instinet
Corporation, an international electronic agency
stockbroker based in New York, New York, and an
independently managed subsidiary of Reuters
Holdings PLC. Mr. Villeneuve served as Executive
Director of Reuters Holdings PLC, London, England
(worldwide news information and services business)
from 1988 until February 2000. He is also a
director of CGNU. Mr. Villeneuve is 56 and has
been a director of the Corporation since 1997.
[PHOTO]
HAROLD A. WAGNER, Retired Chairman, Air Products
and Chemicals, Inc. Mr. Wagner served as Chairman
and Chief Executive Officer of Air Products and
Chemicals, Inc. from 1992 to 2000. Mr. Wagner also
served as Chairman, President and Chief Executive
Officer, Air Products and Chemicals, Inc. from
1992 to 1998. He is a director of CIGNA
Corporation, PACCAR Inc. and Daido-Hoxan, a member
of the Business Council, the Policy Committee of
the Business Roundtable, and a member of the
Pennsylvania Business Roundtable. Mr. Wagner also
serves on the Board of Trustees of Lehigh
University. Mr. Wagner is 65 and has been a
director of the Corporation since 1994.
[PHOTO]
SANFORD I. WEILL, Chairman and Chief Executive
Officer of Citigroup Inc.; previously Chairman and
Co-Chief Executive Officer of Citigroup Inc. from
1998 to 2000. Prior to the 1998 merger of
Travelers Group Inc. and Citicorp, Mr. Weill was
Chairman and Chief Executive Officer of Travelers
Group Inc. from 1993 to 1998. Mr. Weill is also a
member of the Board of Directors of AT&T
Corporation, E.I. duPont de Nemours & Company and
the Federal Reserve Bank of New York. He is
Chairman of the Board of Trustees of Carnegie Hall
and a member of the Business Roundtable, the
Business Council, the Board of Directors of the
Baltimore Symphony, the Board of Governors of New York
Presbyterian Hospital, the Board of Overseers of the Weill
Medical College and Graduate School of Medical Sciences of
Cornell University and other civic organizations. He is 68 and
has been a director of the Corporation since 1999.
The Board met eight times during 2000 with an average attendance of 89.15%.
All incumbent directors attended more than 75% of the aggregate number of
meetings of the Board and Committees on which he or she served.
7
<PAGE>
Committees.
The Board has established the following committees of the Board:
The Audit Committee recommends to the Board an accounting firm to serve as
independent accountants for the Corporation and performs the additional
responsibilities described in its Report on page 10. A copy of the Charter
adopted by the Committee is included as an Appendix to this Proxy Statement.
During 2000, the Committee held four meetings and Directors Chayes, Gorelick,
McCormick, Popoff (Chairman), Villeneuve and Wagner were members of the
Committee. The Board has determined that all Committee members are independent,
in accordance with the listing standards of the New York Stock Exchange.
The Committee on Compensation and Executive Development approves compensation
actions for senior executives, including long term incentive awards;
administers incentive compensation, long term incentive and other compensation
plans of the Corporation; and reviews management development policies and
programs. During 2000, the Committee held six meetings and Directors Garnier,
Lee, McCormick, Popoff and Wagner (Chairman) were members of the Committee.
The Finance Committee reviews and makes recommendations to the Board on the
management of the financial resources of the Corporation and major financial
strategies and transactions. During 2000, the Committee held four meetings and
Directors David, Gorelick, Krapek, Lee (Chairman), Popoff, Villeneuve and Weill
were members of the Committee.
The Nominating Committee makes recommendations on candidates for the Board,
director compensation and corporate governance. The Committee considers
nominees recommended to it in writing by shareowners. During 2000, the
Committee held four meetings and Directors Garnier, Lee, McCormick (Chairman),
Wagner and Weill were members of the Committee.
The Public Issues Review Committee reviews the Corporation's contributions
program, political action committees, and its response to public issues such as
equal employment opportunity, the environment, and safety in the workplace.
During 2000, the Committee held four meetings and Directors Chayes (Chair),
Garnier, Gorelick, Villeneuve and Weill were members of the Committee.
Compensation of Directors
Nonemployee directors are paid an annual retainer of $70,000 ($75,000 for
committee chairpersons), which they may elect to receive in one of the
following forms: (a) 60% in deferred stock units and 40% in cash; (b) 100% in
deferred stock units; (c) 60% in non-qualified options to purchase Common Stock
and 40% in cash; or (d) 100% in non-qualified options to purchase Common Stock.
Each stock unit has a value equal to one share of Common Stock. Following
termination of a director's service, the value of the accumulated units is paid
in cash as a lump sum or in installments, at the election of the director. Each
stock unit balance is credited with additional stock units equivalent in value
to the dividend paid on the corresponding number of shares of Common Stock.
Each year on the date of the annual meeting, nonemployee directors also receive
a grant of stock options valued at $70,000.
All nonemployee director stock options are valued at issuance using the Black-
Scholes option valuation model, have an exercise price equal to the closing
price of Common Stock on the date of issuance, become exercisable after three
years, have a ten-year term and are subject to the terms of the Nonemployee
Director Stock Option Plan.
Each nonemployee director receives a one-time grant of restricted stock units
valued at $100,000, based on the closing price of Common Stock on the date of
election to the Board. Dividend equivalents are paid on the units. The units
vest ratably over five years, but may not be sold or otherwise transferred
until the director retires or resigns from the Board. If a director leaves the
Board before all of the units vest, the non-vested units will be forfeited,
except that, in the event of death or disability, a change in control of the
Corporation, or if a director retires or resigns to accept full-time employment
in public or charitable service, all units not previously vested will vest
immediately.
8
<PAGE>
As part of its support for charitable institutions, the Corporation maintains a
Directors' Charitable Gift Program funded by life insurance on the lives of the
members of the Board of Directors. Under this program, the Corporation will
make charitable contributions totaling up to $1 million following the death of
a director, allocated among up to four charities recommended by the director.
Beneficiaries must be tax-exempt under Section 501(c)(3) of the Internal
Revenue Code. Donations paid by the Corporation are expected to be deductible
from taxable income for federal and other income tax purposes. Directors derive
no financial benefit from the program since all insurance proceeds and tax
deductions accrue solely to the Corporation.
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table shows, as of March 1, 2001, the UTC equity securities
beneficially owned by each current director, each nominee for election to the
Board of Directors, each of the five executive officers named in the Summary
Compensation Table on page 13, (the "Named Executive Officers") and all of the
directors and executive officers as a group. As of March 1, 2001, each of the
directors and executive officers beneficially owned or had the right to acquire
beneficial ownership of (upon the exercise of stock options exercisable within
60 days) less than 1% of the Corporation's Common Stock and less than 1% of the
Corporation's Series A Convertible ESOP Preferred Stock. The directors and
executive officers as a group beneficially owned or had the right to acquire
beneficial ownership of (upon the exercise of stock options exercisable within
60 days) approximately 1.7% of the Common Stock and less than 1% of the Series
A Convertible ESOP Preferred Stock.
<TABLE>
<CAPTION>
Shares
Class of Beneficially
Name Securities Owned(1)
---- -------------- ------------
<S> <C> <C>
Antonia Handler Chayes............................. Common(2) 9,200
George David....................................... Common 4,288,776
ESOP Preferred 1,029
Jean-Pierre Garnier................................ Common(2) 7,200
Jamie S. Gorelick.................................. Common(2) 2,700
Karl J. Krapek..................................... Common 1,676,576
ESOP Preferred 1,041
Charles R. Lee..................................... Common(2) 20,900
Richard D. McCormick............................... Common(2) 13,000
Frank P. Popoff.................................... Common(2) 8,000
Andre Villeneuve................................... Common(2) 2,400
Harold A. Wagner................................... Common(2) 15,412
Sanford I. Weill................................... Common(2) 10,400
Stephen F. Page.................................... Common 703,245
ESOP Preferred 404
Louis Chenevert.................................... Common 111,222
ESOP Preferred 130
Jonathan Ayers..................................... Common 159,790
ESOP Preferred 174
Directors & Executive Officers as a Group (26)..... Common 8,111,118
ESOP Preferred 7,595
</TABLE>
--------
(1) Included in the number of shares beneficially owned by Messrs. David,
Krapek, Page, Chenevert, Ayers and all directors and executive officers as
a group are 3,840,000; 1,406,000; 658,000; 104,000; 144,000; and 7,056,194
shares, respectively, which such persons have the right to acquire within
60 days pursuant to the exercise of employee stock options and stock
appreciation rights; 390,244; 237,036; 38,861; 5,772; 15,192; and 863,376
shares, respectively, as to which such persons have sole voting and
investment power; and 58,532; 33,540; 6,384; 1,450; 598; and 169,698
shares, respectively, as to which such persons have sole voting but no
investment power. Each person and group shown as beneficially owning shares
of ESOP Preferred Stock has sole voting and sole investment power as to
such shares. Each of the following directors has sole voting power but no
investment power with respect to the following shares of restricted Common
Stock:
9
<PAGE>
Antonia Handler Chayes..........4,000 Frank P. Popoff.................4,000
Jean-Pierre Garnier.............3,200 Andre Villeneuve................2,400
Jamie S. Gorelick...............2,000 Harold A. Wagner................4,000
Charles R. Lee..................4,000 Sanford I. Weill..................400
Richard D. McCormick............1,600
Dr. Chayes, Ms. Gorelick, and Messrs. Lee, McCormick, Popoff, Wagner and Weill
have sole voting and investment power with respect to the balance of their
holdings of Common Stock.
(2) In addition to shares shown as beneficially owned at March 1, 2001,
nonemployee directors held vested deferred stock units acquired under the
Directors Deferred Stock Unit Plan, each unit of which is valued by
reference to one share of Common Stock, as follows:
Antonia Handler Chayes........ 18,913 Frank P. Popoff.................8,391
Jean-Pierre Garnier.............7,405 Andre Villeneuve................5,839
Jamie S. Gorelick...............1,188 Harold A. Wagner................8,454
Charles R. Lee.................11,731 Sanford I. Weill................2,589
Richard D. McCormick............5,501
REPORT OF THE AUDIT COMMITTEE
In accordance with its Charter (a copy of which is included as an Appendix to
the Proxy Statement), the Audit Committee reviews and makes recommendations to
the Board of Directors concerning the reliability and integrity of the
Corporation's financial reporting practices; the adequacy of the Corporation's
system of internal controls; the independence and performance of the
Corporation's internal and external auditors; and the adequacy of processes to
assure compliance with the Corporation's policies and procedures, financial
controls, Code of Ethics and applicable laws and regulations.
The Audit Committee has met with management and the Corporation's independent
accountants and has reviewed and discussed the Corporation's audited financial
statements as of and for the year ended December 31, 2000.
The Audit Committee has discussed with the Corporation's independent
accountants the matters required to be discussed by Statement on Auditing
Standards, No. 61, Communication with Audit Committees, as amended.
The Audit Committee has received and reviewed the written disclosures and the
letter from the Corporation's independent accountants required by Independence
Standards Board, Standard No. 1, Independence Discussions with Audit
Committees, as amended, and has discussed with the Corporation's independent
accountants that firm's independence.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements
referred to above be included in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 2000 for filing with the Securities and
Exchange Commission.
AUDIT COMMITTEE
Frank P. Popoff, Chairman Richard D. McCormick
Antonia Handler Chayes Andre Villeneuve
Jamie S. Gorelick Harold A. Wagner
10
<PAGE>
REPORT OF THE COMMITTEE ON COMPENSATION AND EXECUTIVE DEVELOPMENT
Program Structure and Objectives
The Board of Directors' Committee on Compensation and Executive Development is
responsible for the Corporation's executive compensation program. Program goals
are to support recruitment and retention and to align management and shareowner
interests by emphasizing long term, at risk and variable compensation.
Performance based executive compensation generally will not be subject to the
$1 million deduction limit imposed by Section 162(m) of the Internal Revenue
Code.
The Committee uses benchmark information from a compensation peer group
consisting of 18 Dow Jones 30 Industrial and 18 other relevant comparison
companies. The value of the program, including for the Named Executive
Officers, is targeted at approximately the median of the compensation peer
group. Actual value varies with individual and corporate performance.
Bonuses are based on performance against annual objectives for the Corporation
and the business units and on assessments of individual performance. For 2000,
the Corporate Headquarters' objectives were net income and cash flow, weighted
70% and 30%, respectively. Business unit objectives were earnings before
interest and taxes, cash flow and working capital turnover, weighted 70%, 20%
and 10%, respectively. The Committee determines the total amount available for
bonuses at the Corporate Office, and the Chief Executive Officer (the "CEO")
determines the total amount available for the business units. Award amounts for
these entities reflect formula calculations, modified in some instances for
unusual or unanticipated circumstances.
Bonuses for the Named Executive Officers may not exceed 0.75% of the
Corporation's adjusted net income. The CEO can receive no more than 30% of this
amount, and each of the other four Named Executive Officers no more than 17.5%.
Subject to these limits, the Committee determines the actual amount of each
award.
Stock options and associated dividend equivalent awards ("DE's") are made under
the Long Term Incentive Plan. Stock options are priced at market on the date of
grant, vest after three years, and remain exercisable for seven years
thereafter. DE's are the right to receive payments equal to the common stock
dividend for up to seven years, or until the associated stock option is
exercised. DE's are vested based on performance against cumulative three-year
financial targets.
11
<PAGE>
Chief Executive Officer Compensation
Compensation actions affecting the CEO for 2000 reflect excellent financial
results and long term strategic accomplishments, as discussed below. Data from
the compensation peer group was also considered. The Committee's consideration
of these factors does not involve the use of specific formulas or weightings.
Mr. David's base salary and incentive compensation are approximately at the
median of CEOs of the compensation peer group. Mr. David was granted Long Term
Incentive Plan Awards of 325,000 stock options with associated DE's and 10,000
shares of restricted stock.
For 2000, diluted earnings per share increased 18%, from $3.01 to $3.55, the
seventh consecutive year of earnings growth at that rate or higher. Net income
increased 18%, from $1.53 billion to $1.81 billion. Segment margins improved
from 11.5% to 12.6%. Available cash flow was $1.83 billion, exceeding net
income for the sixth year in a row. These results were achieved in a difficult
operating environment evidenced by earnings shortfalls throughout the
investment universe.
Total shareowner return for 2000 (i.e. share price appreciation plus dividends
reinvested quarterly) was 22.5%, compared with -4.7% for the Dow Jones 30
Industrials and -9.5% for the S&P 500. Over the past five calendar years,
return on UTC's shares averaged 29.0%, compared with 18.2% for both of these
indices.
The Corporation continued its successful record of acquisitions, completing
$1.3 billion in transactions in 2000. The Corporation also repurchased 13.6
million of its common shares for $800 million. Strategic accomplishments for
the year included: International Fuel Cells' delivery of the world's first
gasoline powered fuel cell to the Department of Energy; Pratt & Whitney's
meeting all test milestones for the next generation F-119 fighter engine
program; Otis' introduction of the revolutionary new technology Gen2(TM)
elevator; Carrier's continued growth of its commercial refrigeration business;
the Corporation's launch of the MyAircraft e-business initiative; and Hamilton
Sundstrand's successful integration of the former Hamilton Standard division
and Sundstrand Corporation into a single business unit.
COMMITTEE ON COMPENSATION AND EXECUTIVE DEVELOPMENT
Harold A. Wagner, Chairman Charles R. Lee
Jean-Pierre Garnier Richard D. McCormick
Frank P. Popoff
12
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following tables summarize the compensation earned by the CEO and the other
four most highly compensated executive officers of the Corporation and its
subsidiaries in 2000 for services performed in all capacities during each of
the last three fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------------ ----------------------
Restricted Securities
Other Annual Stock Underlying All Other
Name & Principal Compensation Awards ($) Options Compensation
Position Year Salary ($) Bonus($) (1) ($) (2) (3) /SARs(#) ($) (5)
---------------- ---- ---------- ------------ ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
George David 2000 $1,200,000 $2,400,000 $ 87,985 $499,375(4) 325,000 $48,119
Chairman and Chief
Executive Officer 1999 $1,200,000 $2,200,000 $109,290 $0 700,000 $43,727
1998 $1,170,833 $1,900,000 $ 97,300 $0 350,000 $40,267
Karl Krapek 2000 $ 829,167 $1,250,000 $ 72,899 $0 175,000 $26,707
President and Chief
Operating Officer 1999 $ 783,333 $1,250,000 $ 61,196 $0 470,000 $24,240
1998 $ 729,583 $1,100,000 $ 85,805 $0 150,000 $21,576
Stephen Page 2000 $ 627,500 $ 700,000 $ 68,248 $0 90,000 $53,520
Executive Vice President 1999 $ 602,500 $ 600,000 $ 66,594 $0 110,000 $62,500
and
President, Otis 1998 $ 576,667 $ 600,000 $ 62,200 $0 110,000 $52,490
Louis Chenevert 2000 $ 463,333 $ 550,000 $ 44,581 $0 75,000 $34,660
President, Pratt &
Whitney 1999 $ 386,667 $ 480,000 $ 45,297 $0 130,000 $33,383
1998 $ 302,833 $ 350,000 $ 27,748 $0 44,000 $24,513
Jonathan Ayers 2000 $ 453,333 $ 500,000 $265,144 $0 65,000 $32,550
President, Carrier
Corporation 1999 $ 390,000 $ 400,000 $360,983 $0 144,000 $31,780
1998 $ 363,750 $ 325,000 $204,987 $0 40,000 $29,640
</TABLE>
--------
(1) Incentive compensation shown in the Bonus column for the Named Executive
Officers was paid under the Annual Incentive Compensation Plan, which is
discussed in the Compensation Committee Report on pages 11 and 12.
(2) The amounts shown in this column for 2000 include: $37,799 for personal use
of corporate aircraft for security reasons for Mr. David; perquisite
allowances for each of Messrs. David, Krapek, Page, Chenevert and Ayers of
$32,207, $48,634, $53,194, $30,152 and $41,317, respectively. Amounts shown
for Mr. Ayers in 2000, 1999 and 1998 include $215,790, $325,183 and
$172,337, respectively, for foreign assignment premiums, allowances and
related tax equalization payments.
(3) At the close of business on December 31, 2000, the following Named
Executive Officers held total non-vested restricted shares as follows: Mr.
David: 10,000 shares valued at $786,300; and Mr. Page: 20,000 shares valued
at $1,572,600. The foregoing values were calculated by multiplying the
closing market price of the Common Stock on December 31, 2000 by the number
of restricted shares held. Regular quarterly dividends are paid on all
shares of restricted stock.
(4) Consists of a grant of 10,000 shares of time-based restricted stock to Mr.
David, valued at the market price of Common Stock as of the date of grant
and scheduled to vest March 14, 2002.
(5) For 2000, consisted of employer matching contributions in the Employee
Savings Plan of $6,120 for each of the five named executive officers and
life insurance premium payments by the Corporation of $41,999, $20,587,
$47,400, $28,540 and $26,430, respectively, for Messrs. David, Krapek,
Page, Chenevert and Ayers.
13
<PAGE>
Option/SAR Grants in the Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants (1)
---------------------------------------------------------------------
% of Total
Number of Shares Options/SARs
Underlying Granted to Grant Date
Options/SARs Employees in Exercise Price Expiration Present Value
Name Granted (#) Fiscal Year ($/Sh) Date ($) (2)
---- ---------------- ------------ -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. David 325,000(3) 4.0% $62.500 1/2/10 $6,932,250
K. Krapek 175,000(3) 2.1% $62.500 1/2/10 $3,732,750
S. Page 90,000(3) 1.1% $62.500 1/2/10 $1,919,700
L.
Chenevert 75,000(3) 0.9% $62.500 1/2/10 $1,599,750
J. Ayers 65,000(3) 0.8% $62.500 1/2/10 $1,386,450
</TABLE>
--------
(1) Under certain circumstances, including a change of control of the
Corporation, the Board of Directors, under the terms of the Corporation's
Long Term Incentive Plan, may accelerate the vesting of option grants,
purchase an outstanding grant for the cash value thereof, or provide for
other adjustments or modifications to the outstanding grants. All stock
options were granted with an exercise price equal to the market price of
the Common Stock on the date of grant.
(2) The estimated values listed in this column are based on the Black-Scholes
pricing model and a number of variables. The following assumptions are used
in determining the estimated values of the grants: risk free interest rate
of 6.1%, stock price volatility of 30%, dividend yield of 1.0% and holding
period of 5 years. The estimated values are not intended as a forecast of
the future appreciation in the price of the Common Stock. If the Common
Stock does not increase in value above the exercise price of the stock
options, then the grants described in the table will have no value. There
is no assurance that the value realized by an executive will be at or near
the values estimated.
(3) These stock options were granted on January 2, 2000, and will vest and
become exercisable on January 2, 2003. These stock options include an equal
number of Dividend Equivalents ("DE's"), which will vest and be payable
solely on the basis of achievement of previously established performance
goals measured over the three-year vesting period.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs at Fiscal Options/SARs at
Year-End (#) Fiscal Year-End ($) (1)
------------------------- --------------------------
Shares Acquired Value Realized
Name On Exercise (#) ($) (1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
G. David 240,000 $14,647,600 3,540,000 1,375,000 $205,231,431 $31,675,625
K. Krapek 40,000 $ 2,378,800 1,256,000 795,000 $ 69,919,022 $15,177,725
S. Page 100,000 $ 6,098,924 548,000 310,000 $ 27,402,236 $ 8,788,425
L. Chenevert 5,000 $ 293,619 66,000 249,000 $ 3,501,141 $ 4,787,620
J. Ayers 0 $ 0 104,000 249,000 $ 5,455,331 $ 5,090,370
</TABLE>
--------
(1) The value reported is based either on the closing price of the Common Stock
on the date of exercise or on December 31, 2000, as applicable, and is
calculated by subtracting the exercise price per share from the applicable
closing price.
14
<PAGE>
Performance Graph
The following graph presents the cumulative total shareowner return for the
five years ending December 31, 2000 for the Corporation's Common Stock, as
compared to the Standard & Poor's 500 Stock Index and to the Dow Jones 30
Industrial Average. The Common Stock price is a component of both indices.
These figures assume that all dividends paid over the five-year period were
reinvested, and that the starting value of each index and the investment in the
Corporation's Common Stock was $100.00 on December 31, 1995.
[GRAPH]
Dow Jones
United Technologies Standard & Poor's 500 Industrials
1995 $100.00 $100.00 $100.00
1996 142.23 122.90 128.84
1997 158.82 163.85 160.91
1998 240.86 210.58 190.09
1999 291.28 254.83 241.84
2000 356.69 230.68 230.57
1995 1996 1997 1998 1999 2000
United Technologies $100.00 $142.23 $158.82 $240.86 $291.28 $356.69
S&P 500 $100.00 $122.90 $163.85 $210.58 $254.83 $230.68
Dow Jones Industrials $100.00 $128.84 $160.91 $190.09 $241.84 $230.57
Section 16(a) Beneficial Ownership Reporting Compliance
The Corporation believes, based upon a review of the forms filed and written
confirmation provided by its officers and directors, that during 2000 all of
its officers and directors filed on a timely basis the reports required by
Section 16(a) of the Securities Exchange Act of 1934, except that there were
inadvertent failures to report purchases of 1,200 and 200 shares of Common
Stock on behalf of R.D. McCormick and a purchase of 1,850 shares of Common
Stock on behalf of R.F. Leduc. Reports were later filed to correct these
errors.
Certain Business Relationships
Citigroup Inc., of which Mr. Weill is Chairman and Chief Executive Officer,
provides banking services to the Corporation. Salomon Smith Barney Holdings
Inc., a subsidiary of Citigroup Inc., provides securities underwriting and
financial advisory services to the Corporation, for which it receives customary
compensation. The Corporation and its subsidiaries have had, and expect in the
future to have, transactions in the ordinary course of business with these and
other companies of which certain of the nonemployee directors are officers or
directors. In the past, the amounts involved have not been material in relation
to the business of the Corporation and the Corporation believes that such
amounts were not material in relation to the businesses of such other companies
or the interests, if any, of the directors involved.
15
<PAGE>
Employment Contracts and Termination of Employment and Change-In-Control
Arrangements
In 1981, the Board of Directors adopted the Senior Executive Severance Plan
(the "Severance Plan"). The Committee on Compensation and Executive Development
and the CEO have the authority to select the participants under the Severance
Plan. As of December 31, 2000, 26 key executives, including the Named Executive
Officers, were covered under the Severance Plan. The Severance Plan provides
that in the event the participant's employment with the Corporation terminates
for any reason (other than death, disability or retirement at or after the
normal retirement date) within two years after any change of control of the
Corporation (as defined in the Severance Plan) the participant will receive:
(i) a cash payment equal to three times the participant's highest annual
compensation (including base salary and incentive compensation) during the
preceding three years; (ii) accelerated vesting of all awards outstanding under
the Corporation's Long Term Incentive Plan; (iii) special supplemental
retirement benefits determined as if the participant had three years additional
credited service under the Corporation's pension plans as of the date of
termination; and (iv) continuation of other fringe benefits or equivalent
benefits for a period of three years. The Severance Plan provides for a
supplemental cash payment to the extent necessary to preserve the level of
benefits in the event of the imposition of excise taxes payable by a
participant in respect of "excess parachute payments" under the Internal
Revenue Code.
In addition to the Severance Plan, 25 key executives, including the Named
Executive Officers, are eligible to receive separation benefits at the time of
their termination from employment with the Corporation, subject to certain
limited exceptions. The value of such separation benefits under this program is
2.5 times base salary at the date of separation. Benefits are subject to offset
against any amounts paid pursuant to the Severance Plan, as described above.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
-----------------------------------------------------------------
Remuneration 15 20 25 30 35 40
------------ ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 500,000 $ 145,800 $ 194,400 $ 218,000 $ 241,600 $ 265,700 $ 290,700
1,000,000 $ 295,800 $ 394,400 $ 443,000 $ 491,600 $ 540,700 $ 590,700
1,500,000 $ 445,800 $ 594,400 $ 668,000 $ 741,600 $ 815,700 $ 890,700
2,000,000 $ 595,800 $ 794,400 $ 893,000 $ 991,600 $1,090,700 $1,190,700
2,500,000 $ 745,800 $ 994,400 $1,118,000 $1,241,600 $1,365,700 $1,490,700
3,000,000 $ 895,800 $1,194,400 $1,343,000 $1,491,600 $1,640,700 $1,790,700
3,500,000 $1,045,800 $1,394,400 $1,568,000 $1,741,600 $1,915,700 $2,090,700
4,000,000 $1,195,800 $1,594,400 $1,793,000 $1,991,600 $2,190,700 $2,390,700
</TABLE>
The above table sets forth estimated annual benefits payable upon retirement at
age 65 under the Corporation's defined benefit pension plans. Compensation
covered by the pension plans consists of total cash remuneration in the form of
salaries, including awards paid under the Annual Executive Incentive
Compensation Plan (shown in the Bonus column of the Summary Compensation
Table), but excluding awards paid under the Long Term Incentive Plan (shown in
the Long Term Compensation columns of the Summary Compensation Table). Benefits
are computed as a single life annuity payable at age 65. The benefit amount
equals a percentage of final average earnings during the highest five
consecutive years out of the last ten years worked, less a portion of the
participant's social security benefit. As a result of Internal Revenue Code
limitations, a substantial portion of senior executives' pension benefits are
excluded from the Corporation's tax qualified retirement plan and trust and
instead are provided through a supplemental plan that restores the excluded
portion of the benefits. Pension benefits paid from the supplemental plan are
paid in the same form of annuity applicable under the qualified plan or,
subject to certain conditions, in a lump sum or annual installments. Benefits
under the supplemental plan are generally not funded in advance except in the
event of a change of control as defined by the plan.
As of December 31, 2000, the Named Executive Officers had the following full
years of credited service for determining benefits: G. David, 25 years; K.
Krapek, 18 years; S. Page, 7 years; L. Chenevert, 7 years; J. Ayers, 5 years.
16
<PAGE>
SHAREOWNER PROPOSALS
Shareowner Proposal Concerning Disclosure of Political Contributions
Mrs. Evelyn Y. Davis, Watergate Office Building, Suite 215, 2600 Virginia
Avenue, N.W., Washington, D.C. 20037, a holder of 200 shares of Common Stock,
intends to introduce the following proposal at the Annual Meeting:
RESOLVED: "That the stockholders recommend that the Board of Directors direct
management that within five days after approval by the shareholders of this
proposal, the management shall publish in newspapers of general circulation in
the cities of New York, Washington, D.C., Detroit, Chicago, San Francisco, Los
Angeles, Dallas, Houston and Miami, and in the Wall Street Journal and U.S.A.
Today, a detailed statement of each contribution made by the Company, either
directly or indirectly, within the immediately preceding fiscal year, in
respect of a political campaign, political party, referendum or citizens
initiative, or attempts to influence legislation, specifying the date and
amount of each such contribution, and the person or organization to whom the
contributions was made. Subsequent to this initial disclosure, the management
shall cause like data to be included in each succeeding report to
shareholders." "And, if no such disbursements were made, to have that fact
publicized in the same manner."
REASONS: "This proposal, if adopted, would require the management to advise the
shareholders how many corporate dollars are being spent for political purposes
and to specify what political causes the management seeks to promote with those
funds. It is therefore no more than a requirement that the shareholders be
given a more detailed accounting of these special purpose expenditures that
they now receive. These political contributions are made with dollars that
belong to the shareholders as a group and they are entitled to know how they
are being spent."
"If you AGREE, please mark your proxy FOR this resolution."
The Board of Directors' Statement In Opposition
Federal and state laws restrict the amount and types of contributions that may
be made to political parties and candidates. Contributions to national and
state political parties must also be disclosed by the recipients under
applicable federal law and the laws of certain states. The Corporation complies
with all applicable federal and state laws concerning political contributions.
Legally permitted contributions to national and state political parties have
been made from time to time in furtherance of the business interests of the
Corporation. The aggregate amount contributed by the Corporation to national
and state political parties is, however, not a material amount for financial
reporting purposes.
The Board of Directors therefore believes disclosure in addition to that
required by current law is unnecessary and recommends that Shareowners vote
AGAINST this proposal concerning disclosure of political contributions.
Shareowner Proposal Concerning Offset Agreements
The Sisters of Charity of Saint Elizabeth, P.O. Box 476, Convent Station, New
Jersey, 07961-0476, beneficial owners of 1,000 shares of Common Stock, and the
Immaculate Heart Missions, 4651 North 25th Street, Arlington, VA 22207,
beneficial owners of 100 shares of Common Stock, intend to introduce the
following proposal at the Annual Meeting:
Text of Shareowner Proposal and Supporting Statement.
"RESOLVED: Shareholders request the Company to disclose all significant
promises (including technology transfers), made to foreign governments or
foreign firms in connection with foreign military sales, intended to offset
their U.S. dollar cost of weapons purchased by foreign nations.
WHAT ARE OFFSETS?
Offsets are agreements by U.S. weapons manufacturers and the U.S. government to
direct some benefits--usually jobs or technology--back to the purchasing
country as a condition of sale. The value of offsets frequently exceeds the
weapons' cost.
17
<PAGE>
Direct offsets transfer purchasing dollars and/or work and military technology
(often through licensing or joint production) to the recipient country to
produce a U.S. weapon system, its components, or sub-components.
Indirect offsets may involve investments in the purchasing country, counter-
trade agreements to market foreign goods, or transfers of commercial
technology.
U.S. taxpayers finance offsets by (1) paying for the research and development
of weapons and (2) providing grants, loans and loan guarantees for the sale.
Offsets also lead to the loss of U.S. jobs.
ARE OFFSET AGREEMENTS PROPRIETARY?
The U.S. arms industry guards information on offsets closely, claiming
"proprietary privilege." However, purchasing countries often disclose such
information for their own political purposes, e.g., to convince their citizens
that they are gaining some tangible benefits from the millions or billions of
dollars spent on arms.
The proponents believe that insofar as U.S. arms manufacturers (1) engage in
foreign policy by negotiating private offset agreements with foreign
governments, and (2) export domestic jobs while claiming that foreign military
sales create jobs, they forfeit their proprietary claims to this information.
Sound public policy demands transparency and public debate on these matters.
OFFSET EXAMPLES
In 1999, two U.S. companies offered lucrative production-sharing contracts with
Israeli military manufacturers, in connection with the company's bidding on a
contract with Israel.
Between 1993 and 1997 U.S. defense companies entered into new offset agreements
valued at $19 billion in support of $35 billion worth of defense contracts. For
every dollar a U.S. company received from an arms sales associated with
offsets, it returned 54 cents worth of offset obligations to the purchasing
country ("Offsets in Defense Trade 1999", Commerce Department)
1997 data shows that 13 U.S. prime military contractors reported 58 new offset
agreements valued at $3.85 billion in support of $5.84 billion in export
contracts.
The 1999 Commerce Department Report concludes: "offsets provide substantial
benefits to foreign firms, and in the process deny business to otherwise
competitive U.S. firms."
ARMS EXPORTS DON'T CREATE JOBS
The faith-based proponents submit this resolution for Board consideration
because arms exports do not create jobs. Current weapons proliferation and the
export of jobs and technology through offsets raise profound moral and ethical,
as well as fiscal, questions that shareholders should address.
The Board of Directors' Statement in Opposition
Offset and industrial cooperation programs are commonplace in aerospace and
defense markets. A commitment to perform offset is frequently a precondition to
contracts with foreign customers. Failure by the Corporation to comply with
offset requirements would result in a loss of contracts, often to a foreign
competitor. Conversely, prudent offset practices can actually expand the
Corporation's global presence and help to sustain the Corporation's
international competitiveness and existing U.S. employment.
Contracts that obligate the Corporation to perform offset have not created a
net loss of jobs in the U.S. In fact, the Corporation's foreign military sales
are essential to maintaining production lines and jobs that are otherwise
exclusively dependent on shrinking U.S. defense procurements.
The federal government also controls military equipment exports and related
offset agreements in furtherance of U.S. national security and foreign policy
goals. As required by law, the Corporation already reports on all new offset
agreements to the Department of Commerce, as well as on each significant
transaction for which offset credits are
18
<PAGE>
granted towards satisfying existing offset obligations. The Board of Directors
believes that public disclosure of individual offset commitments and
transactions may actually serve to increase future expectations and
requirements for offset, and could adversely impact our competitive position in
international sales campaigns.
The Board of Directors therefore recommends that Shareowners vote AGAINST this
proposal concerning offset agreements.
Shareowner Proposal Concerning Measures of Human Capital
Mrs. Donna Benson, 27 Fair Street, Meriden, CT 06050, a holder of 200 shares of
Common Stock, intends to introduce the following proposal at the Annual
Meeting:
"RESOLVED, that the stockholders of UTC (the 'Company') request that the
Compensation and Compensation Administration Committees of the Board of
Directors, in establishing and administering standards for use in awarding
performance-based executive compensation, incorporate measures of human capital
such as contributions to employee training, morale and safety in addition to
traditional measures of the Company's financial performance, such as stock
price."
Supporting Statement of the Proponent
At present the process for compensating the Company's senior executive officers
does not take into account any performance measures relating to our most
important resource - human capital. The loyalty and productivity of the
Company's workforce has demonstrably improved the Company's long-term financial
success. Recent downsizing and layoffs not related to loss of sales threaten to
destroy that loyalty and productivity.
A growing body of evidence links "high-performance workplace" practices, which
emphasize employee training, participation and feedback, with better overall
management, higher productivity and, ultimately, greater value for
shareholders. In light of that evidence, companies have begun to implement
compensation programs that incorporate measures of employee satisfaction and
development in the formula for determining executive pay. For example, UAL,
Eastman Kodak and Sears, Roebuck & Co. base certain executive compensation on,
among other factors, objective measures of employee satisfaction.
I believe that UTC's ability to attract, develop and retain good employees is
critical to its success, and that senior executives' compensation should be
based, in part, on the Company's progress toward attaining that goal. To that
end, I request that the Compensation and Compensation Administration Committees
of the Company's Board of Directors formulate employment practice performance
criteria to be used in determining compensation for its senior executive
officers and in bonus, stock option and long-term incentive plans in which
those executives participate. These measures should constitute a significant
component in determining the overall amount of performance-based compensation.
Further, the employee satisfaction component of executive compensation should
include both affirmative and negative components. On the affirmative side, an
increase in measures of employee satisfaction should result, all other factors
remaining the same, in a higher overall performance rating for the executive
and thus a larger amount of performance-based compensation. Employee
satisfaction should be measured using objective surveys and interviews
conducted on at least an annual basis. On the negative side, an executive's
performance rating would decline upon the occurrence of certain events having a
significant adverse effect on the Company's employees or with respect to
officers who do not contribute positively to employment security, training,
morale and safety.
The Board of Directors' Statement In Opposition
The Board of Director's Committee on Compensation and Executive Development is
responsible for the Corporation' s executive compensation programs, which are
designed to align management's interests with those of shareowners. The Board
believes the Corporation's employment and executive compensation practices
already take into consideration, in an appropriate manner, a variety of
employee training, motivation and safety factors.
19
<PAGE>
While financial performance measures are a key element of the Corporation's
executive compensation programs, achieving financial goals is clearly not
possible unless management attracts and retains the employees necessary for its
operations. The Corporation has long placed a high priority on the development,
growth and retention of employees, consistent with business considerations. The
Corporation's groundbreaking and highly regarded Employee Scholar Program is a
noteworthy example. This program not only pre-pays tuition and fees for college
courses, but also rewards employees with company stock upon graduation.
Thousands of UTC employees have received stock awards and surveys show that
these employees are twice as likely to remain with the Corporation.
The Corporation has provided retraining and educational opportunities to laid
off employees by extending the Employee Scholar Program for a year after the
employee's last day of employment, and for up to four years for U.S. employees
whose positions have been eliminated due to transfer of work to a distant
location.
The Corporation has also implemented extensive quality and continuous
improvement programs, which emphasize employee training, participation and
feedback. In addition to the thousands of employees who have participated in
quality training at their work facility, nearly 7,000 employees have completed
courses at the Corporation's quality training center known as Ito University.
UTC reports on its environmental and safety goals and accomplishments in its
annual Environment, Health and Safety Progress Report. These reports confirm
that UTC's safety programs also remain a high priority initiative and have
reduced lost time injuries significantly in the past decade. The Corporation
continues to expand safety training targeted at achieving further significant
reductions in injuries.
The Corporation also conducts employee surveys to seek feedback on issues
related to employment with UTC. The Board of Directors believes these
initiatives demonstrate that the Corporation has already established the
appropriate practices to improve efficiency and productivity, enhance
competitiveness and develop employee capabilities.
The Board of Directors therefore recommends a vote AGAINST this proposal.
William H. Trachsel
Senior Vice President, General
Counsel and Secretary
Hartford, Connecticut
20
<PAGE>
APPENDIX
Charter of the Audit Committee of the Board of Directors
I. PURPOSE
The Audit Committee ("Committee") shall review and make recommendations to the
Board of Directors concerning the reliability and integrity of the
Corporation's financial reporting practices; the adequacy of the Corporation's
system of internal controls; the independence and performance of the
Corporation's internal and external auditors; and the adequacy of processes to
assure compliance with the Corporation's policies and procedures, financial
controls, Code of Ethics and applicable laws and regulations. The Committee
provides the opportunity for an open and candid dialog on these issues among
the Independent Accountant (as described in Section 6.4 of the Bylaws of the
Corporation), management, and Internal Audit.
II. COMPOSITION
The Committee shall be composed of not less than three directors appointed by
the Board of Directors ("Board"). Members of the Committee shall have no
relationship with the Corporation that may interfere with the exercise of their
independence from management and the Corporation, and be financially literate
or become financially literate, as determined by the Board, within a reasonable
period of time after appointment to the Committee. At least one member of the
Committee shall have accounting or related financial management expertise as
determined by the Board.
III. MEETINGS
The Committee shall meet at least four times annually. The Committee may meet
more frequently, and, as the Committee may require in fulfilling its
responsibilities, it may meet privately with the Independent Accountant,
Internal Audit, members of management and others.
IV. RESPONSIBILITY AND DUTIES
The Committee shall:
1. Review with management and the Independent Accountant the Corporation's
annual audited financial statements, including issues regarding the
accounting principles, practices and judgments that could significantly
affect the financial statements. The Committee, through its Chairman or the
Committee as a whole, shall review with management and the Independent
Accountant the Corporation's quarterly financial statements prior to the
Corporation filing Form 10-Q;
2. Review with management and the Independent Accountant significant
developments in accounting rules and changes in the Corporation's methods of
accounting;
3. Meet periodically with the Independent Accountant to:
(a) ascertain that the Independent Accountant has received all explanations
and had access to all information considered necessary to conduct the
audit, including a review of any difficulties encountered in the course
of audit work;
(b) discuss with the Independent Accountant the adequacy of internal
accounting controls and any matters the Independent Accountant
considers desirable or necessary under generally accepted auditing
standards;
(c) review the scope of the audit proposed by the Independent Accountant
for the forthcoming year;
(d) review and discuss with the Independent Accountant all significant
services and relationships between the Independent Accountant and the
Corporation to confirm the objectivity and independence of the
Independent Accountant; and,
(e) obtain from the Independent Accountant, a written statement delineating
all relationships between the Independent Accountant and the
Corporation as contemplated by Independence Standards Board, Standard
No. 1, "Independence Discussions with Audit Committees";
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<PAGE>
4. Recommend to the Board of Directors a firm to be nominated as the
Corporation's Independent Accountant for the succeeding year. The
Independent Accountant shall be accountable to the Committee and the Board
of Directors. The Committee shall review the performance of the Independent
Accountant and recommend to the Board any actions the Committee deems
appropriate to ensure the independence and objectivity of the Independent
Accountant. The Committee shall review the compensation arrangements for the
Independent Accountant;
5. Review and concur with the appointment, reassignment or dismissal of the
Director of Internal Audit. Review the Internal Audit Department's budget,
staffing, audit plan and scope of work;
6. Meet periodically with Internal Audit to review the adequacy of internal
accounting controls, compliance with the Corporation's policies and
procedures, financial controls and applicable statutes and regulations;
7. Review periodically the Corporation's tax policies and any pending audits or
assessments;
8. Meet periodically with the Corporation's Business Practices Officer to
review issues of business ethics and compliance, including adherence to the
Corporation's policies and procedures and Code of Ethics and applicable laws
and regulations;
9. Meet periodically with the Corporation's General Counsel to review
litigation and other legal matters;
10. Prepare and approve, acting on the advice of counsel, an annual report of
the Committee for inclusion in the Corporation's annual proxy statement;
11. Undertake such other matters as shall be assigned to the Committee from
time to time by the Board; and,
12. Review this Charter annually and recommend changes, if any, to the Board.
The Committee shall have the authority to commit sufficient resources,
including the use of outside experts, to carry out its responsibilities. The
Committee shall report to the Board on the results of its activities and
recommend to the Board any actions it deems appropriate.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits, to
determine that the Company's financial statements are complete and accurate or
to determine that such statements are in accordance with generally accepted
accounting principles. It is also not the duty of the Committee to conduct
investigations or to assure compliance with laws and regulations and the
Corporation's policies and procedures. These are the responsibility of
management or the Independent Accountant.
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<PAGE>
[LOGO OF UNITED TECHNOLOGIES]
<PAGE>
Please mark your
[X] votes as in this
example.
This Proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this Proxy will be voted FOR all of the Board of
Directors nominees, FOR proposal 2 and AGAINST proposals 3, 4 and 5, or if this
card constitutes voting instructions to a Savings Plan Trustee, such Trustee
will vote as described in the Proxy Statement.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Election of 2. Appointment of 3. Shareowner Proposal
Directors. Independent Concerning Disclosure
(see reverse) Accountants of Political
Contributions
Vote for all nominees except:
4. Shareowner Proposal
Concerning Offset
Agreements
-----------------------------------
The Board of Directors recommends a The Board of Directors recommends a vote 5. Shareowner Proposal
vote FOR the election of directors. FOR proposal 2. Concerning Measures
of Human Capital
The Board of Directors recommends a vote
AGAINST proposals 3, 4 and 5.
SIGNATURE(S)____________________________________________ DATE___________________ The signer hereby revokes all proxies
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. heretofore given by the signer to vote at
When signing as attorney, executor, administrator, trustee or guardian, said meeting or any adjournments thereof.
please give full title as such.
</TABLE>
. FOLD AND DETACH HERE .
VOTER CONTROL NUMBER
VOTE BY MAIL, TELEPHONE OR VIA THE INTERNET
-------------------------------------------
You may return your Proxy Card by mail, or you may use the telephone or Internet
--
to vote your shares electronically. You may access the telephone or Internet
voting systems 24 hours a day, 7 days a week by using the voter control number
------------------------------
indicated above just below the perforation.
---------------
<TABLE>
<CAPTION>
VOTING BY MAIL TELEPHONE VOTING INTERNET VOTING
-------------- ---------------- ---------------
<S> <C> <C>
Return your signed and If you are calling from the United States or Canada Log on to the Internet and go to the website
dated proxy in the and using a touch-tone telephone, http://www.eproxyvote.com/utx
envelope provided. call 1-877-PRX-VOTE (1-877-779-8683)
</TABLE>
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the Proxy Card. If you choose to vote your
shares electronically, there is no need for you to mail back your Proxy Card.
Please note that if you wish to attend the Annual Meeting you must still return
your yellow or blue Reservation Card.
ELECTRONIC ACCESS TO PROXY MATERIALS. Shareowners of record may sign up at the
------------------------------------
following website for electronic access to future annual reports and proxy
materials, rather than receiving mailed copies: http://www.econsent.com/utx
THE DIRECT REGISTRATION SYSTEM offers shareholders the ability to register their
------------------------------
shares in "book entry" form without having a physical certificate issued. For
information, call UTC's Shareholder Direct information line at 1-800-881-1914.
UTC'S SHAREOWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN provides eligible
--------------------------------------------------------------
holders of the Corporation's Common Stock with a simple and convenient method of
investing cash dividends and voluntary cash payments in additional shares of
Common Stock without payment of any brokerage commission or service charge.
Shareowners should carefully review the Plan Prospectus before investing. For a
Plan Prospectus contact First Chicago Trust Company, a division of EquiServe, at
1-800-519-3111.
FOR COMPANY INFORMATION call our 24-hour-a-day toll-free Shareholder Direct
-----------------------
information line, which provides recorded summaries of UTC's quarterly earnings
information and other company news. Callers also may request copies of quarterly
earnings and news releases, by either fax or mail, and obtain copies of the UTC
Annual Report and Form 10-K. To access the service, dial 1-800-881-1914.
Additional information about UTC can be found at: http://www.utc.com
<PAGE>
[LOGO OF UNITED TECHNOLOGIES]
One Financial Plaza
Hartford, Connecticut 06103
P R O X Y
Proxy Solicited on Behalf of the Board of Directors of The
Corporation for Annual Meeting, April 27, 2001
The undersigned hereby appoints Antonia Handler Chayes, Charles R. Lee and
Harold A. Wagner, and each of them with power of substitution to each, proxies
for the undersigned to act and vote at the Annual Meeting of the Shareowners of
United Technologies Corporation to be held April 27, 2001 at 11:00 a.m., and at
any adjournment thereof, as directed on this card, upon the matters set forth on
the reverse side hereof, all as described in the Proxy Statement, and, in their
discretion, upon any other business which may properly come before said meeting.
This card also constitutes voting instructions to the Trustee under each of the
United Technologies Corporation employee savings plans to vote, in person or by
proxy, (i) the proportionate interest of the undersigned in the shares of Common
Stock of United Technologies Corporation held by the Trustee under any such
plan(s), and (ii) the proportionate interest of the undersigned in the shares of
Series A ESOP Convertible Preferred Stock of United Technologies Corporation
held by the Trustee under any such plan(s), in each case as described in the
Proxy Statement.
<TABLE>
<S> <C> <C>
Election of Directors, Nominees: 04 Jamie S. Gorelick 08 Frank P. Popoff
01 Antonia Handler Chayes 05 Karl J. Krapek 09 Andre Villeneuve
02 George David 06 Charles R. Lee 10 Harold A. Wagner
03 Jean-Pierre Garnier 07 Richard D. McCormick 11 Sanford I. Weill
</TABLE>
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. The proxy holders cannot vote your
shares unless you sign and return this card.
-----------------
SEE REVERSE
SIDE
-----------------
. FOLD AND DETACH HERE .
United Technologies Corporation
Annual Meeting of Shareowners
Friday, April 27, 2001
11:00 a.m.
The Carrier Theater in the
Mulroy Civic Center at The Oncenter
411 Montgomery Street (please use this entrance)
Syracuse, New York
</TEXT>
</DOCUMENT>