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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A-1
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
(Amendment No. 1)
(Final Amendment)
UNISYS CORPORATION
(Name of the Issuer and Person Filing Statement)
8 1/4% Convertible Subordinated Notes due 2006
(Title of Class of Securities)
909214 AZ 1
(CUSIP Number of Class of Securities)
Harold S. Barron
Senior Vice President, Secretary and General Counsel
Unisys Corporation
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania 19424
(215) 986-5299
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person Filing Statement)
Copies to:
Nancy S. Sundheim, Esquire Gary L. Sellers, Esquire
Unisys Corporation Simpson Thacher & Bartlett
Township Line and Union Meeting Roads 425 Lexington Avenue
Blue Bell, Pennsylvania 19424 New York, New York 10017
November 7, 1997
(Date Tender Offer First Published,
Sent or given to Security Holders)
Item 4. INTEREST IN SECURITIES OF THE ISSUER.
On December 8, 1997, the Company was advised by the Conversion
Agent that $271,181,000 in principal amount of the 2006 Notes were
validly tendered prior to the expiration of the Conversion Offer.
Upon the expiration of the Conversion Offer on such date, the
Company accepted all of such $271,181,000 in principal amount of
the 2006 Notes validly tendered for conversion pursuant to the
Conversion Offer.
Item 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)8 Text of Press Release issued by the Company on
December 9, 1997.
SIGNATURE
After due 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.
UNISYS CORPORATION
Dated: December 9, 1997 By: /s/ Lawrence A. Weinbach
----------------------
Lawrence A. Weinbach
Chairman, President and
Chief Executive Officer
Exhibit (a)8
News Release
Unisys Corporation
PO Box 500
Blue Bell PA 19424 0001
Contact: Jim Kerr, Unisys, 215-986-5795 Internet:jimkerr@unn.unisys.com
UNISYS ACCEPTS $271 MILLION of 8 1/4%, YEAR 2006 NOTES FOR CONVERSION
UNDER SPECIAL OFFER
Conversion brings total debt reduction to $616 million since October
BLUE BELL, PA, DECEMBER 9, 1997 -- Unisys Corporation today announced that it
had accepted $271.2 million of its 8 1/4%, year 2006 convertible notes
tendered for conversion into common stock under its previously announced
special offer, which expired yesterday. The conversion follows an earlier
conversion of $345 million of 8 1/4%, year 2000 notes into common stock in
October.
"We are extremely pleased with the response to this offer," said Unisys
Chairman, President, and CEO Lawrence A. Weinbach. "With these two
conversions, we have reduced our long-term debt by $616 million and slashed
our annual cash payment requirements for interest expense by more than $50
million. With these actions, we are well on our way toward achieving our
goal of reducing our debt by at least $1 billion by the year 2000."
Under the offer, holders whose notes were accepted for conversion will
receive approximately 145 shares of Unisys common stock and a cash premium of
$155 plus accrued interest for each note. Based on the $271.2 million of
notes accepted for conversion, the company said it will take a one-time
charge against net income in the fourth quarter of approximately $42.5
million to cover the cost of the special offer and will issue an additional
39.4 million shares of common stock, bringing the total number of
common shares outstanding to approximately 249 million. The company said
the issuance of these additional shares will not impact diluted earnings per
share in 1998 since the additional shares would have already been included in
this calculation.
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RELEASE NO.: 1297/6384
Unisys is a registered trademark of Unisys Corporation.