Company Name: Unisys Corp.
Public Availability Date: 02-08-1993
[INQUIRY LETTER 1]
Unisys Corporation
Township Line and Union Meeting Roads, PO Box 500
Blue Bell, PA 19424-0001
December 23, 1992 Office of the Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549 RE: Unisys Corporation -- Commission File No. 1-8729
Omission of Stockholder Proposal by Various Individuals, The General Board of
Pensions of the United Methodist Church and The School Sisters of St. Francis Ladies and Gentlemen: This letter is submitted in accordance with Rule 14a-8(d) under the Securities
Exchange Act of 1934, as amended (the "Act"), and contains the basis for the
determination by Unisys Corporation ("Unisys") that the stockholder proposal
described herein may be omitted from the Proxy Statement and form of proxy for
the Unisys Annual Meeting of Stockholders currently scheduled for April 29,
1993. Although a schedule for mailing of proxy materials has not yet been
finalized, Unisys expects to release its Notice of Annual Meeting and Proxy
Statement and the related form of proxy on or about March 23, 1993. A group of current and former Unisys employees, in conjunction with The General
Board of Pensions of the United Methodist Church, and the School Sisters of St.
Francis!1 have each submitted a proposal (collectively, the "Proposal") that
Unisys review, and report to stockholders on, its strategic plans for workers
and facilities engaged in defense contracts. Copies of the Proposal are attached
hereto as Exhibit A, B and C, respectively. The Proposal includes a number of recitals citing, among other things, a shift
away from weapons procurement that has allegedly resulted in defense industry
plant closings and worker layoffs, the purported benefits of transferring
resources to civilian manufacturing and the need for "alternative planning"
given job loss and anxieties over declines in defense spending. It then proposes
that the stockholders of Unisys adopt a resolution requesting the Board of
Directors "to review Unisys plans for workers and facilities engaged in defense
contracts, and provide a summary report of the findings of the review, and
recommendations for changes in policy and plans in light of this report." In their supporting statement, the proponents suggest that the review and report
include information on (1) mandatory alternate-use planning committees at each
Unisys plant site, (2) process for cooperating with labor representatives at
each site, (3) strategic planning for environmentally sustainable commercial
business and non-defense contracts, including identification of new products and
markets and (4) working relationships with community agencies specializing in
planning for alternative products. The supporting statement then goes on to
state, ""XADW"XBDe hope to avoid further financial devastation and further
suffering by workers. We encourage Unisys to be an innovative planner and
responsible employer, by demonstrating leadership in planning for alternative
products." For the reasons set forth below, Unisys believes that the Proposal is excludable
from the Unisys 1993 Proxy Statement and form of proxy pursuant to the
provisions of paragraphs (c)(7) and (c)(10) of Rule 14a-8 under the Act. Rule 14a-8(c)(7). Unisys believes that the Proposal may be properly excluded
from its proxy materials for its 1993 Annual Meeting of Stockholders under Rule
14a-8(c)(7) because it relates to "the conduct of the ordinary business
operations" of Unisys. The Proposal requests Unisys to review, and report on, plans to develop
alternative commercial products and to explore new markets for facilities
engaged in defense contracting, given job loss in the United States and
anxieties over declining defense spending. Unisys is a leading information systems company. It makes and markets a wide
variety of computer-based information processing equipment and software and
provides an extensive array of related services on a worldwide basis. Its
strategic focus is to provide total information-management solutions to
customers that operate in complex, transaction-intensive environments. Customers
therefore include many of the world's largest banks and airlines, U.S. regional
bell telephone companies, postal telephone and telegraph agencies overseas and
various governmental agencies in the United States and abroad. In addition,
Paramax Systems Corporation, a Unisys subsidiary, supplies complex electronics
systems to civil and defense agencies of the United States government and allied
foreign government agencies. In 1991, Unisys received more than 80% of its
revenue from commercial information systems and services, with the remainder
originating from Paramax. As part of its strategic business planning, management
of Unisys must continually review and make decisions concerning the development
of products, the selection of strategic markets, the use of facilities and the
training and deployment of employees -- in effect, all of the topics covered by
the Proposal. The Commission has long taken the position that decisions concerning a company's
strategic planning, including decisions to abandon or enter lines of business or
to otherwise allocate assets, fall within the day-to-day conduct of its ordinary
business operations. In Stewart-Warner Corporation (March 12, 1987), the
Commission stated that it would not recommend any enforcement action if a
proposal relating to the development and implementation of a plan for
reinvestment in the company's production facilities were omitted from the
company's proxy materials. The Commission noted that the proposal "appears to
deal with a matter relating to the conduct of the Company's ordinary business
operations (i.e., decisions to reinvest in production facilities, develop new
products and increase the Company's workforce)." See also Statesman Group, Inc.
(March 22, 1990) (decisions with respect to general business strategies and
operations involve ordinary business operations); Pinnacle West Capital Corp.
(March 10, 1989) (decisions to abandon certain lines of business relate to
conduct of ordinary business); General Motors Corporation (March 31, 1988)
(proposal that board of directors make long-range plans to re-deploy company's
assets into more profitable lines of endeavor excludable under Rule
14a-8(c)(7)); Potlach Corporation (January 23, 1986) (the determination of when
to reduce or increase operations at company facilities relates to the conduct of
ordinary business operations). The Commission has also consistently recognized that proposals regarding product
development and marketing relate to ordinary business matters and are therefore
excludable under Rule 14a-8(c)(7). See E.I. DuPont De Nemours and Company (March
8, 1991) (proposal that company accelerate the phase-out of certain chemicals
and develop a research and development program to find alternatives excludable
under Rule 14a-8(c)(7); McDonald's Corporation (March 9, 1990) (decision to
develop and market a new menu item relates to conduct of ordinary business
operations); Eli Lilly & Co. (February 8, 1990) (decisions involving choice of
products to develop, manufacture and distribute relate to conduct of ordinary
business operations); USX Corporation (January 26, 1990) (sale of a particular
product relates to conduct of ordinary business operations); Chrysler
Corporation (March 3, 1988) (determination to engage in product research and
development relates to conduct of ordinary business operations). In 1991, the individual proponents and The General Board of Pensions of the
United Methodist Church submitted a substantively identical proposal in
connection with Unisys 1992 Annual Meeting of Stockholders, a copy of which is
attached hereto as Exhibit D. Although last year's proposal was worded somewhat
differently, its stated purpose and the stated purpose of this year's proposal
are the same -- to promote "alternative planning" at existing Unisys facilities
and the development of new products and markets in an effort to combat job loss.
As this year's Proposal admits, "Just one year ago, the employees of
Unisys--Flemington, New Jersey and St. Paul, Minnesota--brought their
alternative-use plans and efforts to shareholder attention in an attempt to prod
management action." On March 12, 1992, the Commission confirmed that last year's
proposal was properly excludable under Rule 14a-8(c)(7) because it dealt with
the conduct of ordinary business operations. In reaching its position the
Commission noted that "decisions concerning developing and marketing products,
using facilities in alternative fashions, and deploying personnel all within the
Company's business planning and strategies, involve questions concerning the
conduct of ordinary business operations." (See Exhibit E) Unisys recognizes that the Commission has, in recent years, taken the position
that proposals advocating "economic conversion", the conversion of a company's
facilities from military to non-military production, are not excludable under
Rule 14a-8(c)(7) because they raise significant policy issues. See General
Dynamics Corporation (February 6, 1989); GTE Corporation (January 29, 1988);
General Electric Company (January 29, 1988). In an apparent attempt to
capitalize on the Commission's position, the proponents have inserted references
to "economic conversion" in the recitals to the Proposal. The Proposal does not,
however, raise the central concerns expressed in the "economic conversion"
proposals cited above. The proposals cited above explicitly focus on the social
issue of weapons production and have as their underlying concern the production
and proliferation of nuclear weapons. Accordingly, such proposals emphasize
"peace conversion" and "nuclear-free zones" and request information on corporate
policy with respect to weapons manufacturing. The Proposal submitted to Unisys
mentions none of these matters. Instead, it focuses on job retention and
advocates the development of new product ideas to prevent "further financial
devastation and further suffering by workers."!2 Because the Proposal deals with
the internal employment situation and strategic planning process of Unisys,
rather than with the social and economic implications of weapons production,
Unisys believes that it relates to ordinary-course business decisions and does
not raise any significant policy issues. Unisys also notes the Commission's
recent statement in Cracker Barrel Old Country Store, Inc. (October 13, 1992)
that "the fact that a shareholder proposal concerning a company's employment
policies and practices for the general workforce is tied to a social issue will
no longer be viewed as removing the proposal from the realm of ordinary business
operations of the registrant." Unisys also recognizes the Commission's position in Pacific Telesis Group
(February 2, 1989) that Rule 14a-8(c)(7) is inapplicable to proposals dealing
generally with the broad social and economic impact of plant closings or
relocations. Unisys does not believe, however, that the Proposal raises such
policy issues. In Pacific Telesis, the proponents specifically requested that: Pacific Telesis in joint discussions with its labor partners, study the impact
to communities of the closing or consolidation of Pacific Telesis facilities
and. . . that alternatives be developed that help mitigate those corporate
decisions. . . . The Proposal does not request such a broad, community-wide social and economic
study. Rather, it suggests a reorientation of Unisys strategic policy and plans
-- particularly the development of new products and expansion into new markets
as a means to combat job loss. Although Unisys recognizes the proponents'
concern about job security, Unisys believes that the proposal for "alternative
planning" as a solution to the problem of layoffs is focused on basic business
choices -- the choice of products to develop and the choice of markets to serve
-- rather than on broad social or economic issues. Unisys notes that the Proposal calls for the preparation of a report on
strategic policy and plans. As set forth in Release No. 20091 under the Act, a
proposal requesting a report may be excluded if the subject matter of the report
involves a matter of ordinary business. Accordingly, Unisys believes that the Proposal may be omitted from its 1993
proxy materials under Rule 14a-8(c)(7). Rule 14a-8(c)(10). Unisys believes that the Proposal may also be excluded from
its proxy materials under Rule 14a-8(c)(10), which permits the omission of
proposals that have been "rendered moot." As interpreted by the Commission, that
Rule encompasses proposals that have been "substantially implemented." See
Release No. 34-20091 (August 16, 1983). The Proposal requests Unisys to plan for workers and facilities engaged in
defense contracting and to report to stockholders on its plans. In making this
request, the proponents inaccurately suggest that Unisys does not currently have
a strategic plan in place and that its Paramax subsidiary does not currently
plan for "alternative" civilian products. Unisys business requires long-range planning, including analysis of future
markets for both commercial and defense products and the allocation of company
resources between the two. Unisys is well aware of the changes in U.S.
government defense spending and has tailored its business plans accordingly. As
a result, a principal focus of the strategic plan of Paramax is to broaden the
Paramax customer base to include civilian agencies and to transfer the company's
technology into new arenas that will offer new opportunities. As publicly
announced by the President of Paramax in March, 1992, Paramax plans to shift its
business mix from the current ratio of 65% defense, 35% non-defense to 50-50 by
the mid-1990s. Unisys has already reported to stockholders on its plans for new markets and
products. As set forth at page 2 of Unisys 1991 Annual Report, "Over the past
few years, Paramax has aggressively adapted to a changing defense market while
working to expand its business in the commercial electronics and systems
integration markets." At page 9 of the 1991 Annual Report, Unisys further stated
that "Paramax. . . is working to expand its presence in foreign markets, such as
Canada. The company is also developing a greater number of products and services
for non-defense applications. In addition to air traffic control technology,. .
. Paramax supplies advanced weather forecasting systems, software and services
for the U.S. space shuttle program, Medicaid claims processing for various state
governments, and automated postal systems for the U.S. Postal Service." During
1992, Paramax announced the following contracts with civilian agencies: (1) a
$42.6 million contract with the U.S. Postal Service for the installation of
computerized small parcel and bundle sorter systems, (2) $45 million of
contracts with the FAA for work on its Advanced Automation System, which is a
modernization of the nation's air traffic control system and (3) a $436 million
extension, through the year 2000, of a contract to provide ground-based software
for the space shuttle program. Because it currently has in place, and has reported on, plans for its facilities
and employees engaged in defense contracting, Unisys believes that the Proposal
has been "substantially implemented" and that it is therefore excludable under
Rule 14a-8(c)(10). For the reasons set forth above, Unisys respectfully requests that the
Commission concur in Unisys decision to omit the Proposal from its Proxy
Statement and form of proxy for the 1993 Annual Meeting of Stockholders. By copy of this letter the proponents are being notified that Unisys does not
intend to include the Proposal in its 1993 proxy materials. Five additional copies of this letter and its attachments are included pursuant
to Rule 14a-8(d) under the Act. If you have any questions with respect to this matter, please contact the
undersigned at (215) 986-4058 or at the above address, Mail Station C1SW19. Please acknowledge receipt of this letter by affixing your customary file stamp
to the enclosed copy of this letter and returning it to me in the enclosed
envelope. Very truly yours, Virginia C. Pappas
Assistant General Counsel cc: The General Board of Pensions of the United Methodist Church
The School Sisters of St. Francis
Ms. Claudette Munson
[INQUIRY LETTER 2]
International Brotherhood of Electrical Workers
1598 Carroll Avenue
St. Paul, Minn. 55104 James Unruh
Chairman
Unisys Corporation
Jolly Road Township Line
Bluebell, PA 19424-0001 Dear Mr. Unruh: As a shareholder and employee, I am concerned about Unisys' long-term financial
viability. I believe a key to long-term financial health is pro-active planning
for alternative production at each production site. The decline in Department of
Defense orders already has affected Unisys' operations and threatens to put
thousands more people out of work. I believe alternative use planning, involving affected employees at each work
site, could be a key to stemming job loss and positioning Unisys for success in
the 1990s and beyond. Therefore, I intend to co-file the enclosed resolution for consideration and
action by stockholders at the next annual meeting. I hereby submit the
resolution for inclusion in the proxy statement in accordance with Rule 14a-8 of
the general rules of the Securities Exchange Act of 1934. I am filing this resolution together with other workers and former workers from
Unisys' St. Paul plant, in cooperation with community members and church
agencies associated with the Interfaith Center on Corporate Responsibility,
including the Board of Pensions of the Methodist Church. Together, we are the beneficial owners of more than 23,000 shares of Unisys
stock, which were purchased and held for the one-year requirement of the
Securities and Exchange Commission. We intend to maintain ownership of the
shares through and including the date of the annual meeting. I have enclosed signed statements of support and proof of ownership from the
following stockholders, in addition to myself: Daniel Eller
Member, IBEW Local 2047
2286 Bronson Dr.
Moundsview, MN 55112 Vera Stewart
Member, IBEW Local 2047
1156 Barclay St.
St. Paul, MN 55106 Peter Lowry
former Unisys engineer
5036 Vinehill Rd.,
Deephaven, MN 55331 I plan to be present at the annual meeting or send someone to speak on my
behalf. Questions or correspondence concerning this resolution should be addressed to
Claudette Munson at IBEW Local 2047, 1598 Carroll Ave., St. Paul, MN. (Phone:
612-645-5746 or 612-426-4316). Thank you for your cooperation. Sincerely, Claudette Munson
Chair, Alternative Use Committee
Local 2047, IBEW UNISYS WHEREAS the sudden and unplanned shift away from weapons procurement has
resulted in defense industry plant closings nationwide as well as thousands of
worker layoffs. WHEREAS civilian manufacturing is the cornerstone of the economic security of
our nation. WHEREAS economic conversion in a company or at a plant dependent upon defense
contracts requires the planned transfer of productive resources to more stable,
diversified operations. WHEREAS job loss in the U.S. is a broad social and economic issue of major
national significance. Anxieties over declining defense spending lead the
sponsors of this resolution to emphasize the need for federal policy providing
incentives for corporate conversion which includes alternative planning for
production facilities, job creation and retraining for employees. WHEREAS in light of Unisys' dependency on military and other government
contracts, increasing numbers of lost and relocated jobs, the growing citizen
concerns and national policy shifts. We believe it in the best interests of our
employees and shareholders to plan for alternative products. THEREFORE BE IT RESOLVED: The shareholders request the Board of Directors to
review Unisys plans for workers and facilities engaged in defense contracts and
provide a summary report of the findings of the review and recommendations for
changes in policy and plans in light of this report. The report should be
available to shareholders on request, may omit proprietary information and be
prepared at reasonable cost. STATEMENT OF SUPPORT We believe the combination of projected decline in arms procurement and weapons
development and the relocation of work to nations with lower wages and less
stringent enforcement of labor and environmental laws is affecting all
companies, their employees and the communities involved. The review requested
will demonstrate our Company's concern for shareholders, employees and the
environment. We propose the review and report include information on the
following. 1. Mandatory alternate-use planning committee at each Unisys plant site. 2. Process for cooperation with unions or labor representatives at each Unisys
plant site. 3. Strategic planning for environmentally sustainable commercial business and
non-defense government contracts, including worker retraining, retooling of
production facilities, identification of new products and markets. 4. Working relationship with community and/or state agencies specializing in
planning for alternative products. Just one year ago, the employees of Unisys--Flemington, New Jersey and St. Paul,
Minnesota--brought their alternative-use plans and efforts to shareholder
attention in an attempt to prod management action. As shareholders, we hope to avoid further financial devastation and further
suffering by workers. We encourage Unisys to be an innovative planner and
responsible employer by demonstrating leadership in planning for alternative
products. Unisys can be #1 in creating vital local economies by utilizing its
highly trained professionals and employees to produce needed commercial and
non-defense government products that meet today's public needs such as
transportation improvements, infra-structure improvements and environmental
conservation for Unisys markets at home and world wide. If you agree, please
support this resolution by voting YES. 11/19/92
[INQUIRY LETTER 3]
Peter Lowry
5036 Vine Hill Rd.
Deephaven, MN 55331 James Unruh
Chairman
Unisys Corporation
Jolly Road Township Line
Bluebell, PA 19424-0001 Dear Mr. Unruh: As a shareholder, I am concerned about Unisys' long-term financial viability. I
believe a key to long-term financial health is pro-active planning for
alternative production at each production site. The decline in Department of
Defense orders already has affected Unisys' operations and threatens to put
thousands more people out of work. I believe alternative use planning, involving affected employees at each work
site, could be a key to stemming job loss and positioning Unisys for success in
the 1990s and beyond. Therefore, I intend to co-file the enclosed resolution for consideration and
action by stockholders at the next annual meeting. I hereby submit the
resolution for inclusion in the proxy statement in accordance with Rule 14 a-8
of the general rules of the Securities Exchange Act of 1934. I am filing this resolution together with other workers and former workers from
Unisys' St. Paul plant, in cooperation with community members and church
agencies associated with the Interfaith Center on Corporate Responsibility. Together, we are the beneficial owners of more than 23,000 shares of Unisys
stock, which were purchased and held for the one-year requirement of the
Securities and Exchange Commission. We intend to maintain ownership of the
shares through and including the date of the annual meeting. Proof of ownership
follows. I plan to be present at the annual meeting or send someone to speak on
my behalf. Questions or correspondence concerning this resolution should be addressed to
Claudette Munson at IBEW Local 2047, 1598 Carroll Ave., St. Paul, MN. (Phone:
612-645-5746). Thank you for your cooperation. Sincerely, Peter Lowry
[INQUIRY LETTER 4]
Daniel J. Eller
2286 Bronson Dr.
Moundsview, MN 55112 James Unruh
Chairman
Unisys Corporation
Jolly Road Township Line
Bluebell, PA 19424-0001 Dear Mr. Unruh: As a shareholder, I am concerned about Unisys' long-term financial viability. I
believe a key to long-term financial health is pro-active planning for
alternative production at each production site. The decline in Department of
Defense orders already has affected Unisys' operations and threatens to put
thousands more people out of work. I believe alternative use planning, involving affected employees at each work
site, could be a key to stemming job loss and positioning Unisys for success in
the 1990s and beyond. Therefore, I intend to co-file the enclosed resolution for consideration and
action by stockholders at the next annual meeting. I hereby submit the
resolution for inclusion in the proxy statement in accordance with Rule 14 a-8
of the general rules of the Securities Exchange Act of 1934. I am filing this resolution together with other workers and former workers from
Unisys' St. Paul plant, in cooperation with community members and church
agencies associated with the Interfaith Center on Corporate Responsibility. Together, we are the beneficial owners of more than 23,000 shares of Unisys
stock, which were purchased and held for the one-year requirement of the
Securities and Exchange Commission. We intend to maintain ownership of the
shares through and including the date of the annual meeting. Proof of ownership
follows. I plan to be present at the annual meeting or send someone to speak on
my behalf. Questions or correspondence concerning this resolution should be addressed to
Claudette Munson at IBEW Local 2047, 1598 Carroll Ave., St. Paul, MN. (Phone:
612-645-5746). Thank you for your cooperation. Sincerely, Daniel J. Eller
[INQUIRY LETTER 5]
Vera L. Stewart
1156 Barclay St.
St. Paul, MN 55106 James Unruh
Chairman
Unisys Corporation
Jolly Road Township Line
Bluebell, PA 19424-0001 Dear Mr. Unruh: As a shareholder, I am concerned about Unisys' long-term financial viability. I
believe a key to long-term financial health is pro-active planning for
alternative production at each production site. The decline in Department of
Defense orders already has affected Unisys' operations and threatens to put
thousands more people out of work. I believe alternative use planning, involving affected employees at each work
site, could be a key to stemming job loss and positioning Unisys for success in
the 1990s and beyond. Therefore, I intend to co-file the enclosed resolution for consideration and
action by stockholders at the next annual meeting. I hereby submit the
resolution for inclusion in the proxy statement in accordance with Rule 14 a-8
of the general rules of the Securities Exchange Act of 1934. I am filing this resolution together with other workers and former workers from
Unisys' St. Paul plant, in cooperation with community members and church
agencies associated with the Interfaith Center on Corporate Responsibility. Together, we are the beneficial owners of more than 23,000 shares of Unisys
stock, which were purchased and held for the one-year requirement of the
Securities and Exchange Commission. We intend to maintain ownership of the
shares through and including the date of the annual meeting. Proof of ownership
follows. I plan to be present at the annual meeting or send someone to speak on
my behalf. Questions or correspondence concerning this resolution should be addressed to
Claudette Munson at IBEW Local 2047, 1598 Carroll Ave., St. Paul, MN. (Phone:
612-645-5746). Thank you for your cooperation. Sincerely, Vera L. Stewart
[INQUIRY LETTER 6]
General Board of Pensions of the United Methodist Church
1200 Davis Street
Evanston, Illinois 60201
TELEPHONE(708) 869-1550 Mr. James A. Unruh
Chairman of the Board & CEO
Unisys Corporation
P.O. Box 500
Blue Bell, PA 19424-0001 Dear Mr. Unruh: The General Board of Pensions of the United Methodist Church seeks to be a
socially responsible investor. The Board believes it is important for
corporations to study the potential for allocating assets to
commercial/industrial ventures by employing a collaborative planning process
known as economic conversion. Our position is based on recent trends which
reflect contract cancellations by the Pentagon, and the completion of military
procurement programs that have resulted in economic dislocation for local
communities. The General Board of Pensions co-files the enclosed Shareholder Resolution for
inclusion in the 1993 proxy material of Unisys Corporation, and for
consideration by the shareholders at the 1993 annual meeting of the company. The
Board is the owner of 20.154 shares of common stock of Unisys Corporation as of
September 30, 1992, and has held a number of shares with a value of at least
$1,000.00 for at least 12 months prior to the date of filing of this proposed
1993 Shareholder Resolution. Proof of the Board's ownership of these shares is
enclosed. Sincerely, Vidette K. Bullock
Director of Corporate Relations and Social Concerns cc: James F. Parker
James Walton-Myers
F. Gale Whitson-Schmidt
Securities and Exchange Commission VKB:klp
[INQUIRY LETTER 7]
School Sisters of St. Francis United States Province
1515 South Layton Boulevard
Milwaukee, WI 53215-1994
TELEPHONE(414) 384-1515 J. A. Unruh
Chairperson and CEO
Unisys Corporation
P.O. Box 500
Blue Bell, PA 19424-0001 Dear Mr. Unruh: The School Sisters of St. Francis, as many other religious investors are very
concerned about the social responsibility of the companies in which we invest.
We are, of course, also interested in the profitability of these companies which
contribute to our livelihood and the continuation of charitable works. We are
convinced that it is quite possible for corporations to be both concerned about
the social implications of their policies and to make a fair profit for
investors. At this time in history, when we recognize an end to the "Cold War" and the need
to re-evaluate our economic and employment priorities, we call upon our company
to review Unisys' plans for workers and facilities dependent upon defense
contracts. We encourage our company to be an innovative planner and responsible
employer by demonstrating leadership in planning for alternatives. We feel that
a positive response to the request of the attached resolution would not be
detrimental to our company, but on the contrary, extremely beneficial. As owners of 43 shares of stock in Unisys, we urge our company to take seriously
this call for planning and new directions. Verification of ownership will
follow. We declare that we intend to continue ownership of all our shares in
Unisys through the date of the 1993 annual meeting. I am authorized to notify you of our intention to present the attached proposal
for consideration and action by the shareholders at the next annual meeting. I
hereby submit it for inclusion in the proxy statement in accordance with rule 14
a-8 of the general rules and regulations of the Securities Exchange Act of 1934. I look forward to hearing from you regarding our intended resolution. It is our
hope that this matter can be dealt with in a manner satisfactory to all
concerned. Sincerely, Laurie Michalowski, SSSF, Chairperson
for the
Corporate Responsibility Committee of the
School Sisters of St. Francis 4127 N. Central Park
Chicago, IL 60618
312-463-8356 or 312-427-4351
[STAFF REPLY LETTER]
08 FEB 1993 RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE RE: Unisys Corporation (the "Company)
Incoming letter dated December 23, 1992 The proposal requests the Company's board of directors to review the Company's
plans for workers and facilities engaged in defense contracts and provide a
report on the findings and recommendations for changes. The Division is unable to concur in your view that the proposal may be excluded
under Rule 14a-8(c)(7). That provision allows the omission of a proposal that ".
. . deals with a matter relating to the conduct of the ordinary business
operations of the registrant." In the staff's view the proposal, which involves
corporate strategies with respect to conversion from military to non-military
business, involves issues that are beyond matters of the Company's ordinary
business operations. Accordingly, we do not believe that the Company may rely on
Rule 14a-8(c)(7) as a basis to exclude the proposal from its proxy materials. The Division is also unable to concur in your view that the proposal may be
excluded under Rule 14a-8(c)(10) as moot. In this regard the staff does not
believe that the action already taken by the Company has substantially
implemented the proponent's request for a review of the Company's plans for
workers and facilities engaged in defense contracts. Accordingly, we do not
believe that the Company may rely on Rule 14a-8(c)(10) as a basis for omitting
the proposal from its proxy material. Sincerely, William H. Carter
Special Counsel
!1Unisys notes that the School Sisters of St. Francis own 43 shares of
non-voting Unisys preferred stock and that they therefore fail to meet the
eligibility requirements of Rule 14a-8(a)(1). !2In addition, Unisys, unlike some recipients of economic conversion proposals,
is not primarily a defense contractor. As set forth above, Unisys makes and
markets a wide variety of computer-based information systems, software and
related services to a diverse customer base worldwide. More than 80% of total
Unisys revenue in 1991 was derived from commercial information systems and
services. Revenue from the Paramax subsidiary, which supplies electronics
systems to both civil and defense agencies of the U.S. government, comprised
less than 20% of total 1991 revenue.
|
