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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 15, 2005
________________________________________________________________________________
UNISYS CORPORATION
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
_______________________________________________________________________________
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way,
Blue Bell, Pennsylvania 19424
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_______________________________________________________________________________
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
In connection with Unisys Corporation's tender offer and consent solicitation
for its 8 1/8% Senior Notes due 2006 (the "Notes"), Unisys and HSBC Bank USA,
National Association, as trustee, have entered into a Supplemental Indenture,
dated as of September 15, 2005, which amends the Indenture governing the Notes
to eliminate substantially all of the restrictive covenants and certain default
triggers. The amendments became operative on September 19, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is being filed herewith:
Exhibit
No.
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4 Supplemental Indenture, dated as of September
15, 2005, by and between Unisys Corporation
(the "Company") and HSBC Bank USA, National
Association, as trustee (the "Trustee"), to
the Indenture, dated as of May 1, 2001,
between the Company and the Trustee
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNISYS CORPORATION
Date: September 21, 2005 By: /s/ Janet B. Haugen
-------------------------
Janet B. Haugen
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
No.
- ------
4 Supplemental Indenture, dated as of September
15, 2005, by and between Unisys Corporation
(the "Company") and HSBC Bank USA, National
Association, as trustee (the "Trustee"), to
the Indenture, dated as of May 1, 2001,
between the Company and the Trustee
SUPPLEMENTAL INDENTURE, dated as of September 15, 2005, by and
between Unisys Corporation, a Delaware corporation (the "Company"), and HSBC
Bank USA, National Association, as trustee (the "Trustee"), to the Indenture,
dated as of May 1, 2001, between the Company and the Trustee (the "Indenture").
W I T N E S S E T H :
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture providing for the issuance of 8 1/8% Senior Notes due
2006 (the "Notes") of the Company;
WHEREAS, there is currently outstanding under the Indenture
$400,000,000 in aggregate principal amount of the Notes;
WHEREAS, the Indenture, among other things, restricts the Company's
ability to create certain mortgages and liens and to enter into sale and
leaseback transactions;
WHEREAS, Section 8.2 of the Indenture provides that the Company and
the Trustee may, with the written consent of the Holders of not less than 66-
2/3% in aggregate principal amount of the outstanding Notes, enter into a
supplemental indenture for the purpose of amending the Indenture;
WHEREAS, the Company has offered to purchase for cash all of the
outstanding Notes upon the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated September 9, 2005,
as the same may be amended, supplemented or modified (the "Offer");
WHEREAS, the Offer is conditioned upon, among other things, the
proposed amendments (the "Proposed Amendments") to the Indenture set forth
herein having been approved by the Holders of not less than 66-2/3% in
aggregate principal amount of the outstanding Notes (and a supplemental
indenture in respect thereof having been executed and delivered), with such
Proposed Amendments becoming operative on the date on which the Company makes
payment for Notes representing at least 66-2/3% in aggregate principal amount
of the outstanding Notes pursuant to the Offer (the "Settlement Date");
WHEREAS, the Company has received and delivered to the Trustee the
requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, the Company has been authorized by a resolution of its
Board of Directors to enter into this Supplemental Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement of the Company and the Trustee, in accordance with its terms,
and a valid amendment of, and supplement to, the Indenture have been done;
NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, and for other good and valuable consideration
the receipt of which is hereby acknowledged, and for the equal and
proportionate benefit of the Holders of the Notes, the Company and the Trustee
hereby agree as follows:
ARTICLE ONE
Scope of Supplemental Indenture; Definitions
Section 1.01 Changes, etc. Applicable Only to the Notes.
The changes, modifications and supplements to the Indenture
effected by this Supplemental Indenture in Sections 2.01 through 2.04 hereof
shall only be applicable with respect to, and govern the terms of, the Notes
and shall not apply to any other Securities that may be issued under the
Indenture.
Section 1.02 Definitions.
Capitalized terms used in this Supplemental Indenture and not
otherwise defined herein shall have the meanings assigned to such terms in the
Indenture.
Article Two
Amendments to the Indenture
Section 2.01 Amendment of Section 1.1.
On and as of the Settlement Date, the provisions of Section 1.1 of
the Indenture are amended by deleting the following definitions: "Affiliated
Corporation"; "Consolidated Stockholders' Equity"; "Funded Debt"; "Principal
Manufacturing Property"; "Subsidiary"; and "Wholly Owned Subsidiary".
Section 2.02 Amendment of Section 3.6.
On and as of the Settlement Date, the provisions of Section 3.6 are
amended by deleting the text of such Section in its entirety and inserting in
lieu thereof the phrase "[intentionally omitted]".
Section 2.03 Amendment of Section 3.7.
On and as of the Settlement Date, the provisions of Section 3.7 of
the Indenture are amended by deleting the text of such Section in its entirety
and inserting in lieu thereof the phrase "[intentionally omitted]".
Section 2.04 Amendment of Section 5.1.
On and as of the Settlement Date, the provisions of Section 5.1 of
the Indenture are amended by deleting the text of paragraphs (d), (e), (f) and
(g) from Section 5.1 and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.05 Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions
and conditions of the Indenture and the Notes outstanding thereunder shall
remain in full force and effect.
Section 2.06 Construction of Supplemental Indenture.
This Supplemental Indenture is executed as and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
Article Three
Miscellaneous
Section 3.01 Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies
or conflicts with another provision of this Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939,
as amended, as in force at the date this Supplemental Indenture is executed,
the provision required by said Act shall control.
Section 3.02 Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture.
Section 3.03 Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed as of the day and year first above written.
UNISYS CORPORATION
By: _______________________________
Name: Scott A. Battersby
Title: Vice President and Treasurer
HSBC BANK USA, NATIONAL ASSOCIATION, as trustee
By: ____________________________
Name:
Title: