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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Unisys Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
909214108
(CUSIP Number)
Jerome J. Lande
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
to Receive Notices and Communications)
November 5, 2009
(Date of Event which Requires Filing of this Statement)
- Page 1 of 8 -
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Section 240.13d-7 for other parties to whom copies
are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION
OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
- Page 2 of 8 -
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CUSIP No. 909214108
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1.
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NAMES OF REPORTING PERSONS......MMI Investments, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): 141810589
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
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7. SOLE VOTING POWER
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2,000,000
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BENEFICIALLY
OWNED BY
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8. SHARED VOTING POWER
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EACH
REPORTING
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9. SOLE DISPOSITIVE POWER
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2,000,000
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PERSON
WITH
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10. SHARED DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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2,000,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.73%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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- Page 3 of 8 -
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CUSIP No. 909214108
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1.
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NAMES OF REPORTING PERSONS...MCM Capital Management,
LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): 141814578
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
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7. SOLE VOTING POWER
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2,000,000
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BENEFICIALLY
OWNED BY
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8. SHARED VOTING POWER
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EACH
REPORTING
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9. SOLE DISPOSITIVE POWER
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2,000,000
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PERSON
WITH
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10. SHARED DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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2,000,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.73%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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- Page 4 of 8 -
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CUSIP No. 909214108
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1.
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NAMES OF REPORTING PERSONS...Clay B. Lifflander
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
SHARES
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7. SOLE VOTING POWER
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796*
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BENEFICIALLY
OWNED BY
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8. SHARED VOTING POWER
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EACH
REPORTING
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9. SOLE DISPOSITIVE POWER
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796*
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PERSON
WITH
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10. SHARED DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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796*
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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less than 1%*
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* See Item 5. |
- Page 5 of 8 -
The following constitutes Amendment No. 9 (“Amendment No. 9”) to the
Schedule 13D filed by the undersigned (as the same has previously been amended,
the “Schedule 13D”). This Amendment No. 9 amends the Schedule 13D as
specifically set forth herein.
Capitalized terms used but otherwise not defined herein have the meanings
ascribed to them in the Schedule 13D originally filed November 27, 2006 (the
"Original Statement").
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated to read
as follows:
The
total purchase price of 2,000,000 shares of Common Stock (the "Shares")
owned by MMI Investments was $147,712,864; the source of funds is a combination
of MMI's working capital and margin loans. These margin loans were obtained from
Bear, Stearns & Co. Inc. and Merrill Lynch & Co. under customary terms
and conditions.
ITEM 4.
PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
On November 5, 2009, MMI
Investments filed a Form 144 with the Securities and Exchange Commission and the
NYSE in the manner permitted by Rule 144 of the Securities Act of 1933,
indicating its intention to sell up to 500,000 shares of the Issuer. While MMI
Investments reserves its right to purchase or sell additional shares of the
Issuer at any time, MMI Investments does not currently anticipate selling in
excess of this amount. MMI Investments purchased the Shares as part of its
investment activities and continues to believe that the Shares represent an
attractive investment opportunity. The sales under Rule 144 and described in
Item 5 below were effected for portfolio rebalancing
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is
hereby amended and restated to read as follows:
(a)-(b) Based on 42,279,463 shares of Common
Stock outstanding as of September 30, 2009 (after giving effect to the 1-10
reverse stock split, which became effective on October 26, 2009), as reported in
the Issuer's Quarterly Report on Form 10-Q filed with the SEC on October
30, 2009, the Shares owned by MMI Investments represent approximately
4.73% of the outstanding Common Stock. MMI Investments has the sole power to
direct the vote and disposition of such Shares on the date of this
Statement. MCM does not directly own any Common Stock. However, by virtue of
being the general partner of MMI Investments, MCM may be deemed to be the
beneficial owner of the Shares owned by MMI Investments and to have sole
power over the voting and disposition of such Shares as a result of its having
the sole power to make voting and disposition decisions on behalf of MMI
Investments with respect to such Shares. Mr. Lifflander directly owns 796 shares
of Common Stock that were issued to him upon vesting of restricted stock units
that were awarded to him in his capacity as a director of the Issuer. The shares
of Common Stock owned directly by Mr. Lifflander represent less than 1% of the
outstanding Common Stock. Mr. Lifflander has the sole power to direct the vote
and disposition of such shares on the date of this Statement. As a member of a
“group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended, Mr. Lifflander may also be deemed to beneficially own the
Shares owned by MMI Investments. Mr. Lifflander disclaims beneficial
ownership of such Shares.
- Page 6 of 8 - -
Except
as described above, as of the date hereof, to MMI Investments' and MCM's
knowledge, none of the persons listed on Schedule I to the Original Statement,
owns any Common Stock of the Issuer or has any right to acquire, directly or
indirectly, any beneficial ownership of other Common Stock of the
Issuer.
(c)
During the past 60 days, MMI Investments made the following transactions with
respect to the Common Stock: November 5, 2009, sold 250,000 shares at an
average price per share of $30.16; and on November 6, 2009, sold 207,199
shares at an average price per share of $30.34. No further sales are
contemplated at this time. All of such transactions were effected in the
open market. Neither MCM nor Mr. Lifflander has entered into any transactions
with respect to the Common Stock during the past 60 days.
(d) No
person other than the Reporting Persons is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of, any of the shares of Common Stock referred to in Item 5(a)
above.
(e) As
of November 6, 2009, the Reporting Persons ceased to be the beneficial owners of
more than 5% of the Common Stock of the Issuer.
- Page 7 of 8 -
SIGNATURE
After reasonable
inquiry and to the best of his knowledge and belief each of the undersigned
certifies that the information set forth in this statement is true, complete,
and correct.
Date: November
9, 2009
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MMI INVESTMENTS,
L.P.
By: MCM Capital Management, LLC General Partner By: /s/ JEROME J. LANDE Jerome J. Lande Executive Vice President MCM CAPITAL MANAGEMENT, LLC By: /s/ JEROME J. LANDE Jerome J. Lande Executive Vice President
/s/ CLAY B.
LIFFLANDER
Clay B. Lifflander |
- Page 8 of 8 -