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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 13, 2000
UNOVA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 001-13279 95-4647021
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
21900 BURBANK BOULEVARD 91367-7418
WOODLAND HILLS, CALIFORNIA (ZIP CODE)
WWW.UNOVA.COM
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND INTERNET SITE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 992-3000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Refer to Item 5. Additional Information.
ITEM 5. ADDITIONAL INFORMATION
As disclosed in its quarterly report on Form 10-Q for the quarter ended
September 30, 2000, UNOVA, Inc. ("UNOVA") is currently in discussions with banks
to amend or replace its existing primary credit agreement and asset
securitization agreements.
In connection with these discussions, on November 13, 2000, UNOVA entered into
an Amendment and Waiver ("Amendment No. 6") with Morgan Guaranty Trust Company
of New York ("Morgan Guaranty") and the other lenders under UNOVA's principal
credit agreement, and concurrent with Amendment No. 6 also entered into a Pledge
Agreement and a Guaranty and Security Agreement with Morgan Guaranty, as
collateral agent. Under Amendment No. 6 and these related agreements, (i) the
lenders waived compliance with certain financial ratio covenants under the
credit agreement through January 31, 2001, (ii) substantially all of UNOVA's
domestic subsidiaries became guarantors of UNOVA's obligations under the credit
agreement, (iii) substantially all of the assets of UNOVA, Inc. and its domestic
subsidiaries other than real property and other than accounts receivable and
inventory subject to UNOVA's asset securitization program were pledged as
security for UNOVA's obligations under the credit agreement (iv) the aggregate
amount of borrowings permitted under the credit agreement was reduced to $245
million and (v) consolidated debt, which does not include existing asset
securitization, was limited to $485 million.
Management believes that the current amendment provides adequate time and
liquidity to complete its bank negotiations and maintain normal operations.
However, no assurances can be given as to the ultimate outcome of these
negotiations. This paragraph includes certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities and Exchange Act of 1934.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed as part of this report:
Exhibit Description
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1 Amendment No. 6 and Waiver, dated as of November 13, 2000, to
the $400,000,000 Credit Agreement dated September 24, 1997
among UNOVA, Inc., the Banks listed therein and Morgan
Guaranty Trust Company of New York, as Agent.
2 Guarantee and Security Agreement dated as of November 13, 2000
among UNOVA, Inc., various subsidiaries of UNOVA, Inc. as
guarantors and Morgan Guaranty Trust Company of New York, as
Collateral Agent.
3 Pledge Agreement dated as of November 13, 2000 between UNOVA,
Inc. and Morgan Guaranty Trust Company of New York, as
Collateral Agent.
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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.
UNOVA, INC.
By: /s/ Michael E. Keane
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Michael E. Keane
Senior Vice President and
Chief Financial Officer
November 28, 2000
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