RTX Corp — Major Shareholding Notification 2002

May 14, 2002

SC 13G/A 1 freemarkets13g.htm SCHEDULE 13G, AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934

FreeMarkets, Inc. (Name of Issuer)

Common Stock, $0.01 par value (Title of Class of Securities)

356602102 (CUSIP Number)

March 26, 2002 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

CUSIP No. 356602102

1. Name of Reporting Person I.R.S. Identification No. of Above Person

Nevada Bond Investment Corp. II

1. Check the Appropriate Box if a Member of a Group

(a) [] (b) []

1. SEC Use Only

2. Citizenship or Place of Organization

Nevada

Number of Shares Beneficially Owned by Each Reporting Person With:

1. Sole Voting Power

0

1. Shared Voting Power

2,028,983

1. Sole Dispositive Power

0

1. Shared Dispositive Power

2,028,983

1. Aggregate Amount Beneficially Owned by Each Reporting Person

2,028,983

1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[_]

1. Percent of Class Represented by Amount in Row (9)

4.9%

1. Type of Reporting Person

CO

CUSIP No. 356602102

1. Name of Reporting Person I.R.S. Identification No. of Above Person

United Technologies Corporation

1. Check the Appropriate Box if a Member of a Group

(a) [] (b) []

1. SEC Use Only

2. Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

1. Sole Voting Power

0

1. Shared Voting Power

2,028,983

1. Sole Dispositive Power

0

1. Shared Dispositive Power

2,028,983

1. Aggregate Amount Beneficially Owned by Each Reporting Person

2,028,983

1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[_]

1. Percent of Class Represented by Amount in Row (9)

4.9%

1. Type of Reporting Person

CO

Item 1(a).	Name of Issuer: FreeMarkets, Inc.
Item 1(b).	Address of Issuer's
Principal Executive Offices: One Oliver Plaza, 22nd Floor 210 Sixth Avenue Pittsburgh, PA 15222
Item 2(a).	Name of Persons Filing: Nevada Bond Investment Corp. II and United Technologies Corporation
Item 2(b)	Address of Principal
Business Office or, if None, Residence: One Financial Plaza Hartford, CT 06101
Item 2(c).	Citizenship: Nevada Bond Investment Corp. II: Nevada United Technologies Corporation: Delaware
Item 2(d).	Title of Class of
Securities: Common Stock, $0.01 par value
Item 2(e).	CUSIP Number: 356602102

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a :

(a).[_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g).[_] A parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G).

(h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box [X].

Item 4. Ownership.

(a). Amount beneficially owned: See the responses to Item 9 on the attached cover pages.

(b). Percent of Class: See the responses to Item 11 on the attached cover pages.

(c). Number of shares as to which such person has:

(i). Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.

(ii). Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.

(iii). Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.

(iv). Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

See Exhibit 99.2

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May __, 2002

NEVADA BOND INVESTMENT CORP. II	UNITED TECHNOLOGIES CORPORATION
By:
_____	By: _____
Name: William H. Trachsel	Name: William H. Trachsel
Title:
President	Title: Senior Vice President, General
Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement, dated January 20, 2000
between Nevada Bond Investment Corp. II and United Technologies Corporation (Commission
file number 005-57441)
99.2	Item 7 Information