Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Form 8-K, Unisys Corporation 4 10K
2: EX-1 Standby Agreement Dated October 7, 1997 19 92K
3: EX-20 Notice of Redemption Dated October 7, 1997 4 23K
EX-20 — Notice of Redemption Dated October 7, 1997
| EX-20 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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NOTICE OF REDEMPTION
UNISYS CORPORATION
8 1/4% CONVERTIBLE SUBORDINATED NOTES
DUE 2000
CUSIP NUMBER 909214AX6*
THE CONVERSION PRIVILEGE DESCRIBED BELOW EXPIRES AT 5:00 P.M.,
NEW YORK CITY TIME, ON OCTOBER 27, 1997
Notice is hereby given that pursuant to the provisions of Article III of
the Indenture dated as of June 1, 1992 (the "Indenture") between Unisys
Corporation (the "Company") and The Bank of New York, as Trustee, relating to
the Company's 8 1/4% Convertible Subordinated Notes due 2000 (the "Notes"), the
Company has called for redemption and will redeem on October 27, 1997 (the
"Redemption Date") all outstanding Notes at a redemption price of $1,032.50 per
$1,000 principal amount, together with accrued and unpaid interest from August
1, 1997 to the Redemption Date of $19.7083 per $1,000 principal amount, for a
total redemption payment of $1,052.2083 per $1,000 principal amount (the
"Redemption Payment").
Payment of the Redemption Payment will be made on or after the Redemption
Date upon presentation and surrender of Notes at the offices of The Bank of New
York, as follows:
[Download Table]
By Hand or Overnight Courier: By Mail:
The Bank of New York The Bank of New York
101 Barclay Street Floor 7E
Corporate Trust 101 Barclay Street
Securities Window New York, NY 10286
Ground Level Attn: Denise Robinson
New York, NY 10286 Reorganization Section
On the Redemption Date, the Redemption Payment will become due and payable
on each Note, interest will cease to accrue, and the holders thereof will be
entitled to no rights as such holders except the right to receive payment of the
Redemption Payment.
The Notes are convertible into the Company's Common Stock, par value $.01
per share (the "Common Stock"), at a conversion price of $10.2375 per share
(equivalent to approximately 97.6801 shares of Common Stock for each $1,000
principal amount of Notes). The right to convert Notes into Common Stock will
terminate at 5:00 p.m., New York City time, on the Redemption Date.
---------------
* No representation is made as to the accuracy of this CUSIP number either
as printed on the Notes or contained in this Notice of Redemption.
ALTERNATIVES AVAILABLE TO HOLDERS OF NOTES
Holders of Notes have the following alternatives, each of which should be
carefully considered:
1. CONVERSION OF NOTES INTO COMMON STOCK
Pursuant to Article XV of the Indenture, until 5:00 p.m., New York City
time, on the Redemption Date, the Notes are convertible at the option of the
holder, in part or in whole, in integral multiples of $1,000, into fully paid
and nonassessable shares of Common Stock at a conversion price of $10.2375 per
share (equivalent to approximately 97.6801 shares of Common Stock for each
$1,000 principal amount of Notes). In the event such conversion would result in
a fractional share of Common Stock, an amount equivalent to the value of the
fractional share will be paid in cash by the Company. Such amount will be
determined on the basis of the last reported sales price on the New York Stock
Exchange on the last business day prior to the date of conversion. On the basis
of the $14.6250 closing price of the Common Stock as reported on the New York
Stock Exchange on October 6, 1997, 97.6801 shares had a market value (including
cash in lieu of the fractional share) equivalent to $1,428.57 (without giving
effect to commissions and other costs which would likely be incurred on sale).
No payment or adjustment will be made on conversion for interest accrued on the
Notes surrendered for conversion. Accordingly, any holder surrendering Notes for
conversion will not receive any interest with respect to such Notes accrued
since August 1, 1997.
SO LONG AS THE MARKET PRICE OF THE COMMON STOCK IS AT LEAST $10.7720 PER
SHARE, A HOLDER OF NOTES WHO CONVERTS WILL RECEIVE COMMON STOCK WITH A MARKET
VALUE, PLUS CASH IN LIEU OF ANY FRACTIONAL SHARE, GREATER THAN THE AMOUNT OF
CASH THE HOLDER WOULD OTHERWISE BE ENTITLED TO RECEIVE UPON REDEMPTION. HOLDERS
OF NOTES ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE COMMON STOCK. IT
SHOULD BE NOTED THAT THE PRICE OF THE COMMON STOCK RECEIVED UPON CONVERSION WILL
FLUCTUATE IN THE MARKET. NO ASSURANCE IS GIVEN AS TO THE PRICE OF THE COMMON
STOCK AT ANY FUTURE TIME, AND HOLDERS SHOULD EXPECT TO INCUR VARIOUS EXPENSES OF
SALE IF THE COMMON STOCK RECEIVED UPON CONVERSION OF THE NOTES IS SOLD.
THE CONVERSION RIGHT EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON THE
REDEMPTION DATE. FROM AND AFTER THAT DATE AND TIME, HOLDERS OF NOTES WILL BE
ENTITLED ONLY TO THE REDEMPTION PAYMENT.
2. REDEMPTION OF NOTES ON OCTOBER 27, 1997
Any Notes that have not been converted into Common Stock by 5:00 p.m., New
York City time, on the Redemption Date will be redeemed. Upon redemption a
holder will receive $1,052.2083 per $1,000 principal amount of Notes (consisting
of $1,032.50 per $1,000 principal amount plus accrued and unpaid interest
thereon from August 1, 1997 to the Redemption Date of $19.7083 per $1,000
principal amount). On and after the Redemption Date, interest will cease to
accrue and holders of Notes will not have any rights as such holders other than
the right to receive payment of the Redemption Payment, without interest, upon
surrender of their Notes.
3. SALE OF NOTES THROUGH ORDINARY BROKERAGE TRANSACTIONS
Sales of Notes may be made through open market brokerage transactions and,
if sales are made sufficiently in advance of 5:00 p.m., New York City time, on
the Redemption Date, buyers thereof may convert Notes into Common Stock in the
manner described below. After 5:00 p.m., New York City time, on the Redemption
Date, no holder of Notes will be entitled to convert Notes into Common Stock.
Holders of Notes who wish to make sales should consult with their own brokers
concerning if and when their Notes should be sold.
2
MANNER OF CONVERSION
To convert Notes into Common Stock, the holder thereof must surrender such
Notes, duly endorsed, prior to 5:00 p.m., New York City time, on the Redemption
Date to the Company's agency maintained for that purpose at The Bank of New York
at the address set forth above, accompanied by written notice (a form of which
is set forth on the reverse of the Note) to the Company that the holder elects
to convert such Notes, or, if less than the entire principal amount thereof is
to be converted, the portion thereof to be converted. Such notice must also
state the name or names (with address) in which the certificate or certificates
for shares of Common Stock issuable upon conversion are to be issued. Each Note
surrendered for conversion must, unless the shares issuable on conversion are to
be issued in the same name as the name in which such Note is registered, be duly
endorsed by, or accompanied by instruments of transfer, in form satisfactory to
the Company, duly executed by, the holder or his or her duly authorized
attorney. The notice that must be given to the Company may be provided by
surrendering Notes accompanied by the Letter of Transmittal provided to all
record holders of the Notes.
As promptly as practicable after the surrender of such Note and the receipt
of such notice, as aforesaid, the Company will issue and deliver at the office
of The Bank of New York to such holder, or on such holder's written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Note and a check for the amount payable in
lieu of any fractional share. Holders are also entitled to convert fewer than
all Notes they hold provided that any conversions are for principal amounts of
Notes in integral multiples of $1,000, in accordance with the terms of the
Indenture. No payment or adjustment will be made on conversion for interest
accrued on the Notes surrendered for conversion.
THE NOTES MAY BE CONVERTED INTO COMMON STOCK ONLY BY DELIVERY OF NOTES,
ACCOMPANIED BY THE NOTICE AS DESCRIBED ABOVE, TO THE BANK OF NEW YORK PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE REDEMPTION DATE. SINCE IT IS THE TIME OF
RECEIPT, NOT THE TIME OF MAILING, THAT DETERMINES WHETHER NOTES HAVE BEEN
PROPERLY TENDERED FOR CONVERSION, SUFFICIENT TIME SHOULD BE ALLOWED FOR NOTES
SENT BY MAIL TO BE RECEIVED BY THE BANK OF NEW YORK PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE REDEMPTION DATE.
ANY NOTES THAT HAVE NOT BEEN PROPERLY PRESENTED FOR CONVERSION PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE REDEMPTION DATE WILL BE AUTOMATICALLY
REDEEMED AS SET FORTH HEREIN UPON SURRENDER OF THE NOTE.
MANNER OF REDEMPTION
To receive the Redemption Payment specified above for any Notes being
redeemed, the holder thereof must surrender such Notes to The Bank of New York,
at the address set forth above.
IMPORTANT INFORMATION FOR HOLDERS OF NOTES
MARKET CONSIDERATIONS
On October 6, 1997, the reported closing price of the Common Stock on the
New York Stock Exchange was $14.6250 per share. During the period from January
1, 1995 through October 6, 1997, the high and low sales prices per share of the
Common Stock as reported on the New York Stock Exchange were $15.75 and $5.50,
respectively. As long as the market price of the Common Stock (after giving
effect to commissions and any other costs of sale) is equal to or greater than
$10.7720 per share, holders who elect to convert their Notes will receive shares
of Common Stock (including cash paid in lieu of any fractional share) having a
current market value greater than the cash they would be entitled to receive
upon redemption.
3
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is for general information and is based on the
provisions of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"), the applicable regulations promulgated thereunder, and published
administrative and judicial decisions, all as they exist at the date of this
Notice. Changes in the law could affect the federal income tax consequences
discussed below.
Certain holders (including insurance companies, tax-exempt organizations,
financial institutions, broker-dealers, foreign corporations and persons who are
not citizens or residents of the United States) may be subject to special rules
not discussed below. EACH HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO
THE PARTICULAR TAX CONSEQUENCES OF THE SALE OR CONVERSION OF THE NOTES,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS,
AND ANY CHANGES IN APPLICABLE TAX LAWS.
For federal income tax purposes, the conversion of Notes into Common Stock
will not result in a taxable gain or loss with respect to the Common Stock
received, except that gain or loss must be recognized with respect to cash
received in lieu of fractional shares upon conversion. The amount of such gain
or loss will be equal to the amount of cash received less the basis attributable
to such fractional shares and will be capital gain or loss if the Notes are
capital assets in the hands of the holder. A holder's basis for the Common Stock
received upon conversion of Notes will be equal to the basis of the Notes
surrendered, reduced by the portion of the basis allocated to any fractional
share. Assuming that the Notes are capital assets in the holder's hands, the
holding period for the Common Stock will include the holding period for those
Notes.
A sale of Notes or surrender of Notes for redemption will be a taxable
transaction on which gain or loss, if any, will be recognized. The gain or loss
will ordinarily be a capital gain or loss, provided the Notes are a capital
asset in the hands of the holder. The gain or loss recognized upon sale of Notes
or surrender thereof for redemption will be the difference between the holder's
basis in the Notes and the sale price or redemption price, as the case may be,
received in respect thereof, exclusive of accrued interest, which will be
taxable as ordinary income. If a holder purchased the Notes for an amount below
the stated redemption price at maturity, a portion of the gain may be treated as
ordinary interest income as a result of the market discount provisions of the
Internal Revenue Code. To the extent the Notes converted are subject to accrued
market discount not previously included in the income of the holder, the amount
of the accrued market discount will carry over to the Common Stock acquired on
conversion and will be taxed as ordinary income upon the subsequent disposition
of the Common Stock.
The federal income tax discussion set forth above is included for general
information only. Holders should consult their tax advisors to determine
particular tax consequences to them (including the application and effect of
market discount and backup withholding rules, state and local income and other
tax laws) prior to any conversion, sale or surrender for redemption of the
Notes. Holders who do not provide a Taxpayer Identification Number or who
provide an incorrect Taxpayer Identification Number on the Substitute Form W-9
provided in the Letter of Transmittal may be subject to a 31% backup withholding
tax and other penalties.
GENERAL
A copy of this Notice of Redemption and a form of Letter of Transmittal to
accompany Notes surrendered for redemption or tendered for conversion have been
sent to all holders of record of the Notes. Additional copies of such documents
may be obtained from The Bank of New York at the addresses set forth above or by
telephone at (212) 815-2791.
UNISYS CORPORATION
October 7, 1997
4
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 10/27/97 | | 1 | | 2 |
| Filed on: | | 10/8/97 |
| For Period End: | | 10/7/97 | | 4 | | | | | 424B5 |
| | 10/6/97 | | 2 | | 3 |
| | 8/1/97 | | 1 | | 2 |
| | 1/1/95 | | 3 |
| | 6/1/92 | | 1 |
| List all Filings |
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