<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Unisys Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
Unisys Corporation
Unisys Way
[UNISYS LOGO] Blue Bell, PA 19424-0001
March 16, 1999
Dear Fellow Stockholder:
It is my pleasure to invite you to the Unisys 1999 Annual Meeting of
Stockholders. This year's meeting will be held on Thursday, April 29, 1999 at
the Park Hyatt Philadelphia at the Bellevue, which is located at Broad and
Walnut Streets in Philadelphia, Pennsylvania. The meeting will begin at 9:30
a.m.
As you will note in the enclosed annual report to stockholders, the company
continues to make very strong progress. In 1998 we accelerated revenue growth,
more than doubled earnings per share, generated strong cash flow, and exceeded
our $1 billion debt reduction target. Equally important, we laid the foundation
for future growth by investing in what I see as the three keys to our
success -- employees, customers, and reputation. Today, employee morale is
soaring, customer satisfaction is up, and our reputation in the marketplace has
improved significantly.
Whether you plan to attend the annual meeting or not, I urge you to take a
moment to vote on the items in this year's proxy statement. This year, most
stockholders can vote their shares by using the Internet or the telephone.
Instructions for using these new services are on your proxy card. Of course, you
may also vote your shares by completing, signing, and returning your proxy card.
Voting by any of these means only takes a few minutes, and it will ensure that
your shares are represented at the meeting.
I look forward to seeing you at the annual meeting and to reporting on our
1998 achievements and our goals for 1999.
Sincerely,
/s/ Larry A. Weinbach
Lawrence A. Weinbach
Chairman, President and
Chief Executive Officer
<PAGE> 3
[UNISYS LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 1999
Unisys Corporation will hold its 1999 Annual Meeting of Stockholders at The
Park Hyatt Philadelphia at the Bellevue, Broad and Walnut Streets, Philadelphia,
Pennsylvania, on Thursday, April 29, 1999 at 9:30 a.m. to:
1. elect three directors;
2. ratify the selection of independent auditors for 1999; and
3. transact any other business properly brought before the meeting.
Only holders of Unisys Common Stock of record at the close of business on
February 22, 1999 will be entitled to vote at the Annual Meeting.
By Order of the Board of Directors,
/s/ Harold S. Barron
Harold S. Barron
Senior Vice President, General Counsel
and Secretary
Blue Bell, Pennsylvania
March 16, 1999
IMPORTANT
YOUR VOTE IS IMPORTANT. THIS YEAR, MOST STOCKHOLDERS WILL HAVE A CHOICE OF
VOTING OVER THE INTERNET, BY TELEPHONE, OR BY USING A TRADITIONAL PROXY CARD.
PLEASE CHECK YOUR PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BANK, BROKER
OR OTHER HOLDER OF RECORD TO SEE WHICH OPTIONS ARE AVAILABLE TO YOU.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROXY STATEMENT
Required Vote............................................. 1
Voting Procedures and Revocability of Proxies............. 1
ELECTION OF DIRECTORS....................................... 2
Information Regarding Nominees and Directors.............. 2
Board Meetings............................................ 5
Committees................................................ 6
Corporate Governance Guidelines........................... 6
Stock Ownership Guidelines................................ 7
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS........... 8
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................ 8
EXECUTIVE COMPENSATION...................................... 10
Summary Compensation Table................................ 10
Option Grants in Last Fiscal Year......................... 11
Option Exercises and Fiscal Year-End Values............... 11
Pension Plans............................................. 12
Employment Agreements..................................... 13
Change in Control Employment Agreements................... 13
Indebtedness of Management................................ 14
Compensation of Directors................................. 14
REPORT OF THE CORPORATE GOVERNANCE AND COMPENSATION
COMMITTEE................................................. 15
Compensation Program and Policies......................... 15
Base Salary............................................... 15
Short-Term Incentive Payments............................. 15
Long-Term Incentive Awards................................ 16
Compensation of the Chief Executive Officer............... 16
Deductibility of Executive Compensation................... 16
STOCK PERFORMANCE GRAPH..................................... 17
GENERAL MATTERS............................................. 18
Policy on Confidential Voting............................. 18
Stockholder Proposals..................................... 18
Electronic Access to Proxy Materials and Annual Report.... 18
Other Matters............................................. 18
</TABLE>
<PAGE> 5
UNISYS CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 1999
The Board of Directors of Unisys Corporation solicits your proxy for use at
the 1999 Annual Meeting of Stockholders to be held on April 29, 1999 and at any
adjournment(s). At the Annual Meeting, stockholders will be asked to elect
directors and to ratify the selection of independent auditors.
The record date for the Annual Meeting is February 22, 1999. Only holders
of record of Unisys Common Stock as of the close of business on the record date
are entitled to vote at the meeting. On the record date, 261,653,650 shares of
Common Stock were outstanding. The presence, in person or by proxy, of a
majority of those shares will constitute a quorum at the meeting.
This Proxy Statement, the proxy/voting instruction card, and the annual
report of Unisys, including 1998 financial statements, are being mailed and made
available on the Internet on or about March 16, 1999.
REQUIRED VOTE
Each share of Unisys Common Stock outstanding on the record date is
entitled to one vote on each matter to be voted upon. Directors will be elected
by a plurality of the votes cast (i.e., the nominees receiving the greatest
number of votes will be elected). Abstentions and broker non-votes are not
counted for purposes of the election of directors. Ratification of the selection
of independent auditors will require the affirmative vote of a majority of
shares present, in person or by proxy, and entitled to vote. Abstentions will be
included in the vote totals for this matter, and therefore will have the same
effect as a negative vote; broker non-votes will not be included in the vote
totals and therefore will have no effect on the vote.
VOTING PROCEDURES AND REVOCABILITY OF PROXIES
Your vote is important. Shares may be voted at the Annual Meeting only if
you are present in person or represented by proxy. Most stockholders have a
choice of voting (a) by completing a proxy/voting instruction card and mailing
it in the postage-paid envelope provided, (b) over the Internet, or (c) by
telephone using a toll-free telephone number. Check your proxy card or the
information forwarded by your bank, broker or other holder of record to see
which options are available to you and to obtain the applicable web site or
telephone number. Please be aware that if you vote over the Internet, you may
incur costs associated with electronic access, such as usage charges from
Internet access providers and telephone companies, for which you will be
responsible.
The telephone and Internet voting procedures are designed to authenticate
stockholders' identities by use of a control number, to allow stockholders to
give their voting instructions, and to confirm that stockholders' instructions
have been recorded properly. The Company has been advised by counsel that the
telephone and Internet voting procedures are consistent with the requirements of
applicable law.
<PAGE> 6
You may revoke your proxy at any time before it is exercised by writing to
the Secretary of Unisys, by timely delivery of a properly executed later-dated
proxy (including an Internet or telephone vote), or by voting in person at the
meeting.
The method by which you vote will in no way limit your right to vote at the
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record, to be able to vote at the
meeting.
If you properly complete and return your proxy, and do not revoke it, the
proxy holders will vote your shares in accordance with your instructions. If
your properly completed proxy gives no instructions, the proxy holders will vote
your shares FOR the election of directors, FOR the selection of independent
auditors and in their discretion on any other matters that properly come before
the Annual Meeting.
If you are a participant in the Unisys Savings Plan, the proxy/voting
instruction card will serve as voting instructions to the plan trustee for any
whole shares of Unisys Common Stock credited to your account as of February 22,
1999. The trustee will vote those shares in accordance with your instructions if
it receives your completed proxy by April 23, 1999. If the proxy is not timely
received, or if you give no instructions on a matter to be voted upon, the
trustee will vote the shares credited to your account in the same proportion as
it votes those shares for which it received proper instructions from other
participants.
ELECTION OF DIRECTORS
The Board of Directors currently consists of ten members, divided into
three classes. One class of directors is elected each year to hold office for a
three-year term. The three directors whose terms expire in 1999, J.P. Bolduc,
James J. Duderstadt, and Kenneth A. Macke, have been nominated for reelection.
The remaining seven directors will continue to serve as set forth below. Each of
the nominees has agreed to serve as a director if elected, and Unisys believes
that each nominee will be available to serve. However, the proxy holders have
discretionary authority to cast votes for the election of a substitute should
any nominee not be available to serve as a director.
INFORMATION REGARDING NOMINEES AND DIRECTORS
The names and ages of the nominees and directors, their principal
occupations and employment during the past five years, and other data regarding
them are as follows.
2
<PAGE> 7
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
[BOLDUC PHOTO]
J. P. BOLDUC
Mr. Bolduc, 59, is Chairman and Chief Executive Officer of JPB
Enterprises, Inc., a merchant banking, venture capital, and
real estate investment holding company with interests in the
food, beverage, real estate, retail, and manufacturing
industries. He previously served in the positions of Vice
Chairman, Chief Operating Officer, President and Chief
Executive Officer of W. R. Grace & Co., a specialty chemicals
and health care company, from 1986 to 1995. He is a Director
of Brothers Gourmet Coffees, Inc., Marshall & Ilsley
Corporation, Proudfoot PLC, and Sundstrand Corporation. He has
served as a Director of Unisys since 1992 and is a member of
the Finance Committee and the Nominating Committee of the
Board of Directors.
[DUDERSTADT PHOTO]
JAMES J. DUDERSTADT
Dr. Duderstadt, 56, is President Emeritus and University
Professor of Science and Engineering at the University of
Michigan. He is a Director of CMS Energy Corporation. He has
served as a Director of Unisys since 1990 and is a member of
the Audit Committee and the Nominating Committee of the Board
of Directors.
[MACKE PHOTO]
KENNETH A. MACKE
Mr. Macke, 60, is General Partner of Macke Partners, a venture
capital firm. He previously served as Chairman and Chief
Executive Officer of Dayton Hudson Corporation, a general
merchandise retailer, from 1984 to 1994. He is a Director of
Fingerhut Companies, Inc., General Mills, Inc., and Select
Comfort Corporation. He has served as a Director of Unisys
since 1989 and is a member of the Corporate Governance and
Compensation Committee and the Nominating Committee of the
Board of Directors.
3
<PAGE> 8
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING IN 2000
[FOSLER PHOTO]
GAIL D. FOSLER
Ms. Fosler, 51, is Senior Vice President and Chief Economist
of The Conference Board, a business-sponsored, nonprofit
research organization. She is a Director of H. B. Fuller
Company and a Trustee of the John Hancock Mutual Funds. She
has served as a Director of Unisys since 1993 and is a member
of the Finance Committee and the Nominating Committee of the
Board of Directors.
[GOODES PHOTO]
MELVIN R. GOODES
Mr. Goodes, 63, is a Director and Chairman and Chief Executive
Officer of Warner-Lambert Company, a diversified worldwide
health care, pharmaceutical, and consumer products company. He
is a Director of Ameritech Corporation and Chase Manhattan
Corporation. He has served as a Director of Unisys since 1987
and is a member of the Corporate Governance and Compensation
Committee and the Nominating Committee of the Board of
Directors.
[HUSTON PHOTO]
EDWIN A. HUSTON
Mr. Huston, 60, is Senior Executive Vice President-Finance and
Chief Financial Officer of Ryder System, Inc., an
international highway transportation services company. He has
served as a Director of Unisys since 1993 and is a member of
the Corporate Governance and Compensation Committee and the
Nominating Committee of the Board of Directors.
[McCLEMENTS PHOTO]
ROBERT MCCLEMENTS, JR.
Mr. McClements, 70, is a retired Chairman, President and Chief
Executive Officer of Sun Company, Inc., a diversified energy
company. He is a Director of Bethlehem Steel Corporation. He
has served as a Director of Unisys since 1991 and is a member
of the Audit Committee and the Nominating Committee of the
Board of Directors.
4
<PAGE> 9
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING IN 2001
[DUQUES PHOTO]
HENRY C. DUQUES
Mr. Duques, 55, is a Director and Chairman and Chief Executive
Officer of First Data Corporation, an electronic payments and
information management company. He is a Director of
theglobe.com, inc. He has served as a Director of Unisys since
February 1998 and is a member of the Finance Committee and the
Nominating Committee of the Board of Directors.
[MARTIN PHOTO]
THEODORE E. MARTIN
Mr. Martin, 59, is a retired President and Chief Executive
Officer of Barnes Group Inc., a manufacturer and distributor
of automotive and aircraft components and maintenance
products. He has also held the position of Executive Vice
President-Operations of that company. He is a Director of
Ingersoll-Rand Company and RJR Nabisco Holdings Corp. He has
served as a Director of Unisys since 1995 and is a member of
the Audit Committee and the Nominating Committee of the Board
of Directors.
[WEINBACH PHOTO]
LAWRENCE A. WEINBACH
Mr. Weinbach, 59, is Chairman of the Board, President and
Chief Executive Officer of Unisys. He previously served in the
position of Managing Partner-Chief Executive of Andersen
Worldwide, a global professional services organization. He has
served as a Director of Unisys since 1997.
BOARD MEETINGS
The Board of Directors held seven meetings in 1998. During 1998, all
directors attended at least 75 percent of the meetings of the Board of Directors
and standing Committees on which they served.
5
<PAGE> 10
COMMITTEES
The Board of Directors has a standing Audit Committee, Corporate Governance
and Compensation Committee, and Nominating Committee.
The Audit Committee reviews compliance with Company policies, reviews
internal control procedures, recommends to the Board of Directors the firm of
independent auditors to serve the Company, reviews the scope, fees and results
of the audit by the independent auditors, and reviews the internal audit
organization and annual audit plan. The Audit Committee held four meetings in
1998. Its members are Dr. Duderstadt, Mr. Martin, and Mr. McClements.
The Corporate Governance and Compensation Committee oversees the Company's
corporate governance, the Company's executive management structure, the
compensation-related policies and programs involving the Company's executive
management, and the level of compensation and benefits of officers and key
employees. It also oversees the Company's diversity programs. The Corporate
Governance and Compensation Committee held seven meetings in 1998. Its members
are Mr. Goodes, Mr. Huston, and Mr. Macke.
The Nominating Committee identifies and reviews candidates and recommends
to the Board of Directors nominees for membership on the Board of Directors. In
fulfilling this responsibility, the Nominating Committee will consider
recommendations received from stockholders and other qualified sources.
Stockholder recommendations must be in writing and addressed to the Chairman of
the Nominating Committee, c/o Corporate Secretary, Unisys Corporation, Unisys
Way, Blue Bell, Pennsylvania 19424. If a stockholder intends to make a
nomination at an annual meeting, the Company's bylaws require that the
stockholder deliver a notice to the Company not less than 90 days prior to the
meeting setting forth (i) the name, age, business and residence addresses of
each nominee, (ii) the principal occupation or employment of each nominee, (iii)
the number of shares of Unisys capital stock beneficially owned by each nominee,
(iv) a statement that the nominee is willing to be nominated, and (v) any other
information concerning each nominee that would be required by the Securities and
Exchange Commission in a proxy statement soliciting proxies for the election of
the nominee. The Nominating Committee held three meetings in 1998. All directors
other than Mr. Weinbach are members of the Nominating Committee.
The Board has also designated a standing Finance Committee and may
establish other committees from time to time.
CORPORATE GOVERNANCE GUIDELINES
The Board of Directors has adopted Guidelines on Significant Corporate
Governance Issues. Among other matters, these Guidelines cover the following:
1. A majority of the Board of Directors should be independent
directors. Interlocking directorships should be avoided, and directors
should not, except in rare circumstances approved by the Board, draw any
consulting, legal or other fees from the Company. The independence of
outside directors is reviewed annually by the Corporate Governance and
Compensation Committee.
2. Membership on the Audit, Corporate Governance and Compensation, and
Nominating Committees is limited to outside directors.
6
<PAGE> 11
3. Directors may not stand for election after age 70 or continue to
serve beyond age 72.
4. Directors should offer their resignations upon a change in
position, including retirement, from the position they held when they were
elected to the Board. In addition, if the Company's chief executive officer
resigns from that position, he is expected to offer his resignation from
the Board at the same time.
5. The Nominating Committee is responsible for determining the
appropriate skills and characteristics required of Board members and will
consider issues of diversity, age, and skills in its assessment of the
needs of the Board. The Corporate Governance and Compensation Committee
maintains an orientation program for new directors.
6. The Corporate Governance and Compensation Committee is responsible
for providing an annual assessment of the Board's performance and of its
contribution as a whole.
7. The outside directors have the opportunity to meet in executive
session, apart from the chief executive officer and other members of
management, at any time. Either the outside director serving as the
chairman of the Corporate Governance and Compensation Committee or the
outside director serving as the chairman of the Finance Committee assumes
the responsibility of chairing such meetings.
8. The outside directors meet annually in executive session to review
the performance of the chief executive officer. The evaluation is led by
the Corporate Governance and Compensation Committee and is based on
objective criteria, including performance of the business, accomplishment
of long-term strategic objectives, and development of management. The
evaluation is used by the Corporate Governance and Compensation Committee
in its consideration of the compensation of the chief executive officer.
9. The chief executive officer is expected to provide an annual
report on succession planning to the Corporate Governance and Compensation
Committee.
10. Board members have complete access to Unisys management. Members
of senior management who are not Board members regularly attend Board
meetings, and the Board encourages senior management, from time to time, to
bring into Board meetings other managers who can provide additional
insights into the matters under discussion.
STOCK OWNERSHIP GUIDELINES
In 1998, the Board established stock ownership guidelines for both
directors and executive officers in order to more closely link their interests
with those of stockholders. Under the guidelines, directors are expected to own,
within a five-year period, Unisys stock or stock units having a value equal to
four times their annual retainer. Executive officers are expected to own stock
or stock units having a value equal to a multiple of base salary as follows:
chief executive officer -- four times; executive and senior vice
presidents -- two times; vice presidents -- one times. They have either three or
five years to achieve the minimum levels, depending on the date they became an
executive officer. Restricted shares and stock options, including vested stock
options, do not count toward fulfillment of the ownership guidelines.
7
<PAGE> 12
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee, has
selected the firm of Ernst & Young LLP as independent auditors to audit the
Company's books and accounts for the year ending December 31, 1999 and
recommends ratification of this selection by the stockholders. Ernst & Young LLP
has served as independent auditors for Unisys since the merger of Burroughs
Corporation and Sperry Corporation in 1986, having previously served in that
capacity for Sperry Corporation. Its representatives will be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and to respond to appropriate questions asked by stockholders.
The Board of Directors considers Ernst & Young LLP to be well qualified to
serve as the independent auditors for Unisys. If, however, stockholders do not
ratify the selection of Ernst & Young LLP, the Board will reconsider the
appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 1999. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS
OTHERWISE SPECIFY IN THEIR PROXIES.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shown below is information with respect to persons or groups that
beneficially own more than five percent of Unisys Common Stock. This information
is derived from Schedules 13G filed by such persons or groups in February 1999.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
BENEFICIAL OWNER OF COMMON STOCK OF CLASS
- ------------------- ---------------- --------
<S> <C> <C>
FMR Corp. .................................................. 38,711,613(1) 14.976
Edward C. Johnson 3d
Abigail P. Johnson
Fidelity Management & Research Company
82 Devonshire Street, Boston, MA 02109
Tiger Management L.L.C. .................................... 16,079,100(2) 6.3
Tiger Performance L.L.C.
Julian H. Robertson, Jr.
101 Park Avenue, New York, NY 10178
AIM Management Group, Inc. ................................. 13,660,472(2) 5.37
AMVESCAP Group Services, Inc.
AMVESCAP PLC
AVZ, Inc.
INVESCO (NY) Asset Management, Inc.
INVESCO Capital Management, Inc.
INVESCO Funds Group, Inc.
INVESCO Management & Research, Inc.
INVESCO North American Holdings, Inc.
INVESCO Realty Advisers, Inc.
INVESCO, Inc.
11 Devonshire Square, London EC2M 4YR, England
</TABLE>
- ---------------
(1) Of the shares shown, 3,281,218 represent shares issuable upon conversion of
the Company's convertible debt securities and preferred stock. Sole
dispositive power has been reported for 38,711,613 shares. Sole voting power
has been reported for 1,853,954 shares.
(2) Shared voting power and shared dispositive power have been reported for all
shares shown.
8
<PAGE> 13
Shown below are the number of shares of Unisys Common Stock (or stock
units) beneficially owned as of March 1, 1999, by all directors and nominees,
each of the executive officers named on page 10, and all directors and executive
officers of Unisys as a group. No individual or group named below beneficially
owns more than one percent of the outstanding shares of Unisys Common Stock.
<TABLE>
<CAPTION>
ADDITIONAL SHARES OF
NUMBER OF SHARES COMMON STOCK DEEMED
BENEFICIAL OWNER OF COMMON STOCK(1)(2) BENEFICIALLY OWNED(1)(3)
- ---------------- --------------------- ------------------------
<S> <C> <C>
J. P. Bolduc............................... 11,888 --
Robert H. Brust............................ 76,298 66,250
James J. Duderstadt........................ 10,150 --
Henry C. Duques............................ 1,441 --
Gail D. Fosler............................. 22,866 --
Gerald A. Gagliardi........................ 58,191 56,250
George R. Gazerwitz........................ 58,790 60,000
Melvin R. Goodes........................... 11,116 --
Edwin A. Huston............................ 11,150 --
Kenneth A. Macke........................... 37,257 --
Theodore E. Martin......................... 17,950 --
Robert McClements, Jr...................... 17,416 --
Lawrence C. Russell........................ 70,848 287,500
Lawrence A. Weinbach....................... 254,670 312,500
All directors and executive officers as
a group.................................. 953,339 1,349,951
</TABLE>
- ---------------
(1) Includes shares reported by directors and executive officers as held
directly or in the names of spouses, children or trusts as to which
beneficial ownership may have been disclaimed.
(2) Includes shares held under the Unisys Savings Plan, a qualified plan under
Sections 401(a) and 401(k) of the Internal Revenue Code, as follows: Mr.
Brust, 1,071; Mr. Gagliardi, 599; Mr. Gazerwitz, 1,653; Mr. Russell, 8; Mr.
Weinbach, 27; executive officers as a group, 6,762. With respect to such
shares, plan participants have authority to direct voting. Also includes
restricted shares, which may be voted but may not be sold or pledged, as
follows: Mr. Brust, 75,000; Mr. Weinbach, 84,881; executive officers as a
group, 159,881. Also includes stock units deferred under the Deferred
Compensation Plan For Executives of Unisys Corporation as follows: Mr.
Gagliardi, 8,000; Mr. Gazerwitz, 13,000; executive officers as a group,
163,109. Deferred stock units are payable in shares of Unisys common stock
upon termination of employment or any date at least five years after the
deferral. They may not be voted. Also includes Stock Units, as described on
page 14, for directors as follows: Mr. Bolduc, 8,888; Dr. Duderstadt, 9,100;
Mr. Duques, 1,441; Ms. Fosler, 7,716; Mr. Goodes, 10,916; Mr. Huston,
10,150; Mr. Macke, 36,057; Mr. Martin, 17,950; Mr. McClements, 17,416.
(3) Shares shown are shares subject to options exercisable within 60 days
following March 1, 1999.
9
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and
long-term compensation paid to the chief executive officer and the other four
most highly compensated executive officers of Unisys in 1998 (the "Named
Officers"), for services rendered in all capacities to Unisys for 1998, 1997 and
1996.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ----------------------------------------------------------------------- ----------------------- -------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
COMPEN- AWARD(S) OPTIONS/ PAYOUTS COMPEN-
NAME AND SALARY(1) BONUS(1) SATION(2) (3) SARS(4) (4) SATION(5)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------ ---- --------- --------- --------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence A. Weinbach(6)....... 1998 1,200,000 1,800,000 1,332,709 -- 250,000 -- 161,800
Chairman, President and 1997 327,692 1,992,000 766,742 2,058,364 1,000,000 -- --
Chief Executive Officer
Gerald A. Gagliardi........... 1998 450,000 270,000 9,333 -- 75,000 -- 800
Executive Vice President 1997 426,669 194,000 61,788 -- 60,000 -- 87,310
1996 397,504 205,000 8,198 594,000 60,000 -- 25,140
George R. Gazerwitz........... 1998 435,674 325,000 6,020 -- 100,000 -- 60,790
Executive Vice President 1997 350,004 256,000 65,506 -- 60,000 -- 85,116
1996 283,554 145,000 -- 472,928 50,000 -- 15,616
Lawrence C. Russell........... 1998 450,000 270,000 11,087 -- 100,000 -- 100,800
Executive Vice President 1997 450,000 216,000 12,095 -- 60,000 -- 260,900
1996 450,000 270,000 163,575 682,103 60,000 -- --
Robert H. Brust(7)............ 1998 395,840 275,000 20,836 -- 65,000 -- 800
Senior Vice President 1997 320,313 216,000 186,566 867,188 100,000 -- 54,250
and Chief Financial Officer
</TABLE>
- ---------------
(1) Amounts shown include compensation deferred under the Unisys Savings Plan or
the Deferred Compensation Plan for Executives of Unisys Corporation.
(2) Amounts shown for Mr. Weinbach for 1998 are tax reimbursements and personal
benefits, including $42,461 for relocation. All amounts shown for the other
Named Officers for 1998 are tax reimbursements.
(3) Amounts shown are the dollar value of restricted stock awards based on the
closing market price of Unisys Common Stock on the date of grant. At
December 31, 1998, the number and value of restricted share holdings for
each of the Named Officers were as follows: Mr. Weinbach - 84,881 shares,
$2,923,089; Mr. Gagliardi - 80,000 shares, $2,755,000; Mr.
Gazerwitz - 65,000 shares, $2,238,438; Mr. Russell - 90,947 shares,
$3,131,987; Mr. Brust - 75,000 shares, $2,582,813. Mr. Weinbach was
originally awarded 169,762 restricted shares in 1997, of which 84,881 shares
were vested at December 31, 1998. The remaining shares will vest in two
installments, on September 23, 1999 and September 23, 2000. Mr. Brust's 1997
restricted stock award will vest on March 1, 2000. The restricted stock
awards to the other Named Officers vested on March 1, 1999.
(4) Although the Company's long-term incentive plan permits grants of
free-standing stock appreciation rights and the payment of performance
awards, no such grants or payments were made to any of the Named Officers
during the years presented.
(5) Amounts shown for 1998 for all Named Officers include $800 in Company
matching contributions under the Unisys Savings Plan. Amounts shown for Mr.
Weinbach and Mr. Gazerwitz for 1998 also include the full amount of premiums
paid by Unisys for life insurance under split-dollar arrangements. Amount
shown for Mr. Russell for 1998 also includes $100,000 in respect of the
incentive forfeiture payments referred to on page 13.
(6) Mr. Weinbach joined Unisys in September 1997.
(7) Mr. Brust joined Unisys in February 1997.
10
<PAGE> 15
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information on grants of stock options
during 1998 to the Named Officers. No stock appreciation rights were granted
during 1998.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERMS(1)
- ---------------------------------------------------------------------------- -----------------------------
NUMBER OF % OF
SECURITIES TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE
GRANTED(2) EMPLOYEES PRICE(3) EXPIRATION
NAME (#) IN 1998 ($/SH) DATE(4) 0%($) 5%($) 10%($)
---- ---------- ---------- -------- ---------- ----- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence A. Weinbach....... 250,000 4.7 22.7188 4/22/08 -- 3,578,211 8,746,738
Gerald A. Gagliardi........ 75,000 1.4 22.7188 4/22/08 -- 1,073,463 2,624,021
George R. Gazerwitz........ 100,000 1.9 22.7188 4/22/08 -- 1,431,284 3,498,695
Lawrence C. Russell........ 100,000 1.9 22.7188 4/22/08 -- 1,431,284 3,498,695
Robert H. Brust............ 65,000 1.2 22.7188 4/22/08 -- 930,335 2,347,988
</TABLE>
- ---------------
(1) Illustrates value that might be realized upon exercise of options
immediately prior to the expiration of their term, assuming specified annual
rates of appreciation on Unisys Common Stock over the term of the options.
Assumed rates of appreciation are not necessarily indicative of future stock
performance.
(2) Options were granted on April 22, 1998. Options become exercisable in four
equal annual installments, beginning one year after the date of grant.
Options become immediately exercisable in the event of a change in control
(as defined in the long-term incentive plan).
(3) The exercise price per share is the fair market value (calculated as the
average of the high and low sales prices reported on the Composite Tape for
New York Stock Exchange Listed Companies) of a share of Unisys Common Stock
on the date of grant. Options may be exercised with cash and/or with other
shares of Unisys Common Stock or with any other form of consideration
permitted by the Corporate Governance and Compensation Committee.
(4) The options were granted for a term of ten years, subject to earlier
termination in certain events related to termination of employment.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information with respect to option exercises
during 1998 and unexercised stock options held by the Named Officers at December
31, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998(1)
ACQUIRED VALUE (#) ($)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence A. Weinbach...... -- -- 250,000 1,000,000 5,664,050 19,921,825
Gerald A. Gagliardi....... 108,459 1,187,128 -- 157,500 -- 3,174,841
George R. Gazerwitz....... 196,483 2,538,381 3,750 177,500 103,828 3,323,120
Lawrence C. Russell....... -- -- 232,500 237,500 6,647,344 5,078,901
Robert H. Brust........... -- -- 25,000 140,000 692,188 2,838,278
</TABLE>
- ---------------
(1) Difference between the closing price reported on the Composite Tape for New
York Stock Exchange Listed Companies for Unisys Common Stock at December 31,
1998 and the exercise price.
11
<PAGE> 16
PENSION PLANS
The table below shows the aggregate annual amounts at age 65 that would be
received from the Unisys Pension Plan (the "Pension Plan"), the Supplemental
Executive Retirement Plan (the "Supplemental Plan"), and the Elected Officer
Pension Plan (the "Officer Plan").
The Pension Plan and Supplemental Plan generally are available to all
employees located in the United States. The Officer Plan is available to
officers, including the Named Officers, who satisfy certain minimum service
requirements. The aggregate pension amount payable under the Officer Plan is
offset by benefits paid under the Pension Plan, the Supplemental Plan and any
applicable subsidiary plan. The amounts shown in the table are computed on a
single life annuity basis and are subject to a reduction equal to 50% of the
participant's primary social security benefit.
<TABLE>
<CAPTION>
YEARS OF SERVICE
ASSUMED FINAL -----------------------------------------------------------------
AVERAGE COMPENSATION 5 10 15 20 25 30 OR MORE
-------------------- -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 40,000 $ 80,000 $ 90,000 $100,000 $110,000 $ 120,000
300,000 60,000 120,000 135,000 150,000 165,000 180,000
400,000 80,000 160,000 180,000 200,000 220,000 240,000
500,000 100,000 200,000 225,000 250,000 275,000 300,000
600,000 120,000 240,000 270,000 300,000 330,000 360,000
700,000 140,000 280,000 315,000 350,000 385,000 420,000
800,000 160,000 320,000 360,000 400,000 440,000 480,000
900,000 180,000 360,000 405,000 450,000 495,000 540,000
1,000,000 200,000 400,000 450,000 500,000 550,000 600,000
1,100,000 220,000 440,000 495,000 550,000 605,000 660,000
1,200,000 240,000 480,000 540,000 600,000 660,000 720,000
1,300,000 260,000 520,000 585,000 650,000 715,000 780,000
1,400,000 280,000 560,000 630,000 700,000 770,000 840,000
1,500,000 300,000 600,000 675,000 750,000 825,000 900,000
1,600,000 320,000 640,000 720,000 800,000 880,000 960,000
1,700,000 340,000 680,000 765,000 850,000 935,000 1,020,000
</TABLE>
Final Average Compensation generally corresponds to the amounts shown in
the Summary Compensation Table under the headings Salary and Bonus. However,
Final Average Compensation is calculated using the individual's highest 60
consecutive months of compensation out of the final 120 months of employment and
thus will differ somewhat from the amounts shown in the Summary Compensation
Table. Final Average Compensation for the eligible Named Officers as of March 1,
1999 is as follows: G. A. Gagliardi - $520,966; G. R. Gazerwitz - $491,969; L.
C. Russell - $691,800; R. H. Brust - $636,909. Full years of credited service
under the pension plans for the eligible Named Officers as of March 1, 1998 are
as follows: G. A. Gagliardi - 27 years; G. R. Gazerwitz - 17 years; L. C.
Russell - 3 years; R. H. Brust - 1 year.
Pursuant to the employment agreement described below, Lawrence A. Weinbach
is vested in an annual pension benefit as follows: 0-3 years of
service - $350,000; 4 years - $570,000; 5 years - $710,000; 6 years - $860,000;
7 or more years - $1,000,000.
12
<PAGE> 17
EMPLOYMENT AGREEMENTS
On September 23, 1997, the Company entered into a five-year employment
agreement with Lawrence A. Weinbach, covering the terms and conditions of Mr.
Weinbach's employment as Chairman of the Board, President and Chief Executive
Officer. The agreement provides for a minimum base salary of $1,200,000 per
year, subject to annual review by the Corporate Governance and Compensation
Committee, and eligibility for an annual bonus award at a target bonus level of
not less than 100% of base salary. The actual bonus payable, if any, is to be
determined by the Corporate Governance and Compensation Committee in its sole
discretion, except that, for the 1998 and 1999 award years, Mr. Weinbach is
guaranteed a minimum bonus equal to 100% of the base salary paid to him in that
year. Mr. Weinbach is eligible to participate in the benefit programs generally
made available to executive officers, is entitled to the pension benefits
discussed above, and is eligible to receive stock option and other long-term
incentive awards under the Company's long-term incentive plan. If Mr. Weinbach's
employment is terminated under certain circumstances, the agreement provides for
him to receive continued payment of his base salary for the remainder of the
term (but in no event less than one year's base salary) and, for the one-year
period following the date of termination, a bonus in an amount equal to his
target bonus percentage times the base salary paid during such period. He will
also be entitled to continued medical and dental coverage through the remaining
term of the agreement, full vesting in outstanding awards under the long-term
incentive plan, and one additional year of service for pension purposes. Salary
continuation amounts paid to Mr. Weinbach after two years from the date of
employment termination will be reduced by the amount of any cash compensation he
receives for services rendered to any entity other than Unisys. Mr. Weinbach is
also party to a change in control agreement with the Company, as described
below. He is not entitled to receive duplicate payments under the change in
control agreement and his employment agreement.
Effective November 1995, the Company entered into a three-year employment
agreement with Lawrence C. Russell, covering the terms and conditions of his
employment as Executive Vice President of Unisys and President of Unisys
Information Services. Under the agreement, Mr. Russell was entitled to an annual
base salary of $450,000 and was eligible for an annual bonus at a target of not
less than 60% of base salary. The agreement provided that the actual bonus
amount could vary from zero to 150% of target. The agreement expired in
accordance with its terms in November 1998. As part of Mr. Russell's continued
employment with the Company, he will be entitled under the original contract to
receive two payments of $100,000 each in 1999 and 2000, to compensate him for
the value of incentives forfeited from his previous employment.
CHANGE IN CONTROL EMPLOYMENT AGREEMENTS
The Company has entered into change in control employment agreements with
its executive officers including the Named Officers. The agreements are intended
to retain the services of these executives and provide for continuity of
management in the event of any actual or threatened change in control. A change
in control is generally defined as (i) the acquisition of 20% or more of Unisys
Common Stock, (ii) a change in the majority of the Board of Directors unless
approved by the incumbent directors (other than as a result of a contested
election), and (iii) certain reorganizations, mergers, consolidations,
liquidations or dissolutions. Each agreement has a term ending on the third
anniversary of the date of the change in control. These agreements, which are
the same in substance for each executive, provide that in the event of a change
in control each executive will have specific rights and receive certain
13
<PAGE> 18
benefits. Those benefits include the right to continue in the Company's employ
during the term, performing comparable duties to those being performed
immediately prior to the change in control and at compensation and benefit
levels that are at least equal to the compensation and benefit levels in effect
immediately prior to the change in control. Upon a termination of employment
under certain circumstances following a change in control, the terminated
executive will be entitled to receive special termination benefits, including a
lump sum payment equal to three years base salary and bonus and the actuarial
value of the pension benefit the executive would have accrued had the executive
remained employed for three years following the termination date. The special
termination benefits are payable if the Company terminates the executive without
cause, the executive terminates employment for certain enumerated reasons
(including a reduction in the executive's compensation or responsibilities or a
change in the executive's job location), or the executive voluntarily terminates
employment for any reason during the 30-day period following the first
anniversary of the date of the change in control. If any payment or distribution
by the Company to the executive is determined to be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code, the executive is entitled
to receive a payment on an after-tax basis equal to the excise tax imposed. The
executive is under no obligation to mitigate amounts payable under these
agreements, and to the extent the executive has a separate employment agreement
with the Company with conflicting rights, the executive is allowed the greater
entitlement.
INDEBTEDNESS OF MANAGEMENT
In 1996, the Company made a four-year, interest-free loan to Lawrence C.
Russell. The loan was made in connection with his purchase of a principal
residence upon relocation and is secured by a first mortgage. At March 1, 1999
the principal amount outstanding was $141,500. The maximum amount outstanding
during the period between January 1, 1998 and March 1, 1999 was $212,250.
COMPENSATION OF DIRECTORS
The Company's non-employee directors receive an annual retainer of $35,000,
an annual attendance fee of $10,000 for regularly scheduled Board and Committee
meetings, and a meeting fee of $1,000 for attendance at each Board and Committee
meeting held on other than a regularly scheduled meeting day. The annual
retainer and annual meeting fee are paid in monthly installments, with 50% of
each installment paid in cash and 50% in the form of common stock equivalent
units ("Stock Units"). The value of each Stock Unit at any point in time is
equal to the value of one share of Unisys Common Stock. Stock Units are recorded
in a memorandum account maintained for each director. A director's Stock Unit
account is payable upon termination of service, or at any date at least five
years after the Stock Units are awarded, in either cash or common stock at the
election of the director. Directors do not have the right to vote with respect
to any Stock Units. Directors also have the opportunity to defer until
termination of service, or until any date at least five years after the
deferral, all or a portion of their cash fees. Any deferred cash amounts, and
earnings or losses thereon, are recorded in a memorandum account maintained for
each director. The right to receive future payments of Stock Unit accounts and
deferred cash accounts is an unsecured claim against the Company's general
assets. Directors who are employees of the Company do not receive any cash or
Stock Units for their services as directors.
14
<PAGE> 19
REPORT OF THE CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE
COMPENSATION PROGRAM AND POLICIES
The Company's executive compensation program is administered by the
Corporate Governance and Compensation Committee (the "Committee"). In this
capacity, the Committee reviews compensation levels of elected officers,
evaluates performance, considers management succession and related matters, and
administers the Company's incentive plans, including the Executive Variable
Compensation Plan (the "EVC Plan") and the 1990 Unisys Long-Term Incentive Plan
(the "LTIP").
The Company's executive compensation program is designed to attract and
retain executives responsible for the Company's long-term success, to reward
executives for achieving both financial and strategic company goals, to align
executive and stockholder interests through long-term, equity-based plans, and
to provide a compensation package that recognizes individual contributions as
well as overall business results. As a result, a substantial portion of each
executive's total compensation is intended to be variable and to be tied closely
to the achievement of specific business objectives and corporate financial
goals, as well as the attainment of the executive's individual performance
objectives. The Company's executive compensation program also takes into account
the compensation practices of companies with whom Unisys competes for executive
talent. These companies (the "peer companies") include the principal companies
included in the peer group indices in the Performance Graph on page 17 of this
Proxy Statement and additional companies in various industries.
The three key components of the Company's executive compensation program
for 1998 were base salary, short-term incentive payments, and long-term
incentive awards in the form of stock options. Overall compensation is intended
to be competitive for comparable positions at the peer companies.
The Company's policies with respect to each of the elements of its
executive compensation program, as well as the basis for the compensation
awarded to the chief executive officer, are discussed below.
BASE SALARY
Each executive's base salary is initially determined with reference to
competitive pay practices and is dependent upon the executive's level of
responsibility and experience. The Committee uses its discretion, rather than a
formal weighting system, to evaluate these factors and to determine individual
base salary levels. Thereafter, base salaries are reviewed periodically, and
increases are made based on the Committee's subjective assessment of individual
performance, as well as the factors discussed above.
SHORT-TERM INCENTIVE PAYMENTS
For 1998, all of the Company's executive officers participated in the EVC
Plan. This plan's stated purpose is to motivate and reward elected officers and
other key executives for the attainment of individual and/or corporate
performance goals. Under the plan, the Committee has the discretion to determine
the conditions (including performance objectives) applicable to annual award
payments and the amounts of such awards. With respect to executives other than
Mr. Weinbach, awards under the plan for 1998 were generally determined as
follows.
Early in 1998, executives were assigned target award amounts for the year,
which were typically stated as a percentage of base salary (ranging, in the case
of elected officers other
15
<PAGE> 20
than the chief executive officer, from 45% to 60%). Performance goals were also
established based upon the financial performance of Unisys (generally,
achievement of pre-established revenue, profit, and cash flow objectives) and
upon individual performance objectives. Actual award amounts could range from
zero to 150% of target, depending upon the Committee's assessment of the
Company's achievement of its overall global business goals and the individual's
performance, including cooperation in achieving corporate-wide results. In 1998,
the Company met the performance goals established for the year. Awards paid for
1998 reflected these results plus individual accomplishments.
LONG-TERM INCENTIVE AWARDS
Under the LTIP, stock options may be granted to the Company's executive
officers and other key employees. The size of stock option awards is based
primarily on the individual's responsibilities with Unisys. The Committee does
not determine the size of such awards by reference to the amount or value of
stock options currently held by an executive officer.
Stock options are designed to align the interests of executives with those
of stockholders. Stock options are granted with an exercise price equal to the
average market price of Unisys Common Stock on the date of grant, and current
grants vest over four years. This approach is designed to encourage the creation
of stockholder value over the long term since no benefit is realized unless the
price of the Common Stock rises over a number of years.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Lawrence A. Weinbach became the Company's Chairman, President and Chief
Executive Officer on September 23, 1997. In connection with his employment, the
Company entered into the employment agreement described at page 13. Under the
employment agreement, Mr. Weinbach is entitled to a base salary at the rate of
$1,200,000 per year and, for 1998 and 1999, is guaranteed a minimum annual bonus
equal to 100% of the base salary paid to him in that year. In light of the
Company's strong 1998 financial performance, as well as significant improvements
in customer and employee satisfaction and the Company's reputation in the market
place under Mr. Weinbach's leadership, the Committee awarded Mr. Weinbach a
bonus of $1,800,000, or 150% of base salary, for 1998. In 1998, Mr. Weinbach
also was granted the stock options described on page 11.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code imposes a $1 million annual
limit on the amount of compensation that may be deducted by the Company with
respect to each Named Officer employed as of the last day of the applicable
year. The limitation does not apply to compensation based on the attainment of
objective performance goals. The Committee has considered the impact of the
deduction limitation and has determined that it is not in the best interests of
the Company or its stockholders to base compensation solely on objective
performance criteria. Rather, the Committee believes that it should retain the
flexibility to base compensation on its subjective evaluation of performance as
well as on the attainment of objective goals.
Corporate Governance and Compensation Committee
Melvin R. Goodes Edwin A. Huston Kenneth A. Macke
16
<PAGE> 21
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total stockholder return on Unisys Common Stock during the five fiscal years
ended December 31, 1998 with the cumulative total return on the Standard &
Poor's 500 Stock Index, the Standard & Poor's Computers (Hardware) Index and the
Standard & Poor's Computers (Software and Services) Index. The comparison
assumes $100 was invested on December 31, 1993 in Unisys Common Stock and in
each of such indices and assumes reinvestment of dividends.
[Unisys Corporation Performance Graph]
<TABLE>
<CAPTION>
UNISYS CORPORATION S&P 500 S&P COMPUTERS
------------------ ------- S&P COMPUTERS (SOFTWARE &
(HARDWARE) SERVICES)
------------- -------------
<S> <C> <C> <C> <C>
'1993' 100.00 100.00 100.00 100.00
'1994' 68.00 101.00 129.00 118.00
'1995' 44.00 139.00 172.00 166.00
'1996' 53.00 171.00 230.00 258.00
'1997' 110.00 229.00 337.00 360.00
'1998' 273.00 294.00 590.00 652.00
</TABLE>
17
<PAGE> 22
GENERAL MATTERS
POLICY ON CONFIDENTIAL VOTING
It is the Company's policy that all stockholder proxies, ballots, and
voting materials that identify the vote of a specific stockholder shall, if
requested by that stockholder on such proxy, ballot, or materials, be kept
permanently confidential and shall not be disclosed to the Company, its
affiliates, directors, officers, and employees or to any third parties, except
as may be required by law, to pursue or defend legal proceedings, or to carry
out the purpose of, or as permitted by, the policy. Under the policy, vote
tabulators and inspectors of election are to be independent parties who are
unaffiliated with and are not employees of the Company. The policy provides that
it may, under certain circumstances, be suspended in the event of a proxy
solicitation in opposition to a solicitation of management. The Company may at
any time be informed whether or not a particular stockholder has voted. Comments
written on proxies or ballots, together with the name and address of the
commenting stockholder, will also be made available to the Company.
STOCKHOLDER PROPOSALS
The deadline for submitting stockholder proposals to the Company for
inclusion in the proxy materials for the 2000 Annual Meeting of Stockholders is
November 17, 1999.
Any stockholder who intends to present a proposal at the 2000 Annual
Meeting and has not sought to include the proposal in the Company's proxy
materials must give the Company notice of the proposal no later than January 30,
2000.
ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT
This Proxy Statement and the 1998 Annual Report are available on the
Company's Internet site at www.unisys.com/investor/proxy99 and
www.unisys.com/annual/annual98. Most stockholders can elect to view future proxy
statements and annual reports over the Internet instead of receiving paper
copies in the mail and thus can save the Company the cost of producing and
mailing these documents. If you are a stockholder of record, you can choose this
option by completing and submitting the consent form that you will receive for
next year's proxy materials. If you hold your shares through a bank, broker or
other holder of record, check the information provided by that entity for
instructions on how to elect to view future proxy statements and annual reports
over the Internet.
OTHER MATTERS
At the date of this Proxy Statement, the Board of Directors knows of no
matter that will be presented for consideration at the Annual Meeting other than
those described in this Proxy Statement. If any other matter properly comes
before the Annual Meeting, the persons appointed as proxies will vote thereon in
their discretion.
18
<PAGE> 23
The Company will bear the cost of soliciting proxies. Such cost will
include charges by brokers and other custodians, nominees, and fiduciaries for
forwarding proxies and proxy material to the beneficial owners of Unisys Common
Stock. Solicitation may also be made personally, or by telephone or telegraph,
by the Company's directors, officers, and employees without additional
compensation. In addition, the Company has retained Morrow & Co., Inc. to assist
in the solicitation of proxies for a fee of approximately $9,500, plus expenses.
By Order of the Board of Directors,
/s/ Harold S. Barron
Harold S. Barron
Senior Vice President,
General Counsel and Secretary
Dated: March 16, 1999
19
<PAGE> 24
UNISYS CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
FOR WITHHELD FOR all
all from all except as noted
1. Election of Directors / / / / / /
Nominees:
01 J.P. Bolduc
02 James J. Duderstadt
03 Kenneth A. Macke
_________________________________________________
(except nominee(s) written above)
FOR AGAINST ABSTAIN
2. Ratification of Selection of Independent Auditors / / / / / /
Mark Here to Have / /
Your Vote Remain
Confidential
Date:___________________________________, 1999
________________________________________________________
(Signature)
________________________________________________________
(Signature)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO CHOICES
ARE INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2 AND THE TRUSTEE FOR
THE SAVINGS PLAN WILL VOTE AS DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
NOTE: Please sign exactly as name appears hereon. For joint accounts both owners
should sign. When signing as executor, administrator, attorney, trustee,
guardian, corporate officer, etc., please give your full title.
IF YOU WANT TO VOTE BY TELEPHONE OR VIA THE INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
CONTROL NUMBER UNISYS
VOTE BY TELEPHONE OR INTERNET
Unisys Corporation encourages you to take advantage of the new and convenient
ways to vote your shares on proposals covered in this year's Proxy Statement.
You may vote by mail or choose one of the two voting methods outlined below to
vote your proxy. This year, voting has been made easier than ever.
VOTE BY TELEPHONE There is NO CHARGE for this call. On a touch-tone telephone,
call TOLL FREE 888-514-5365 to vote your proxy - 24 hours a
day, 7 days a week. You will need to have the above proxy
card in hand when you call. Please enter the Control Number
located in the box in the upper left corner of this voting
form.
1. To vote as the Board of Directors recommends on both
proposals, press 1. Your vote will be confirmed and cast
as you directed, then the call will end. If you wish to
cast a separate vote on each proposal, press 0.
2. If you select 0 to vote on each proposal separately, you
will hear these instructions:
PROPOSAL 1 - To vote FOR all nominees, press 1; to
WITHHOLD from all nominees, press 9; to WITHHOLD from AN
INDIVIDUAL nominee, press 0 and enter the two-digit
number that appears on the above proxy card next to the
name of the nominee you DO NOT wish to vote for. Once
you have completed voting for the Directors, press 0.
PROPOSAL 2 - To vote FOR, press 1; to vote AGAINST, press
9; to ABSTAIN, press 0. Your vote selection will be
repeated and you will have an opportunity to confirm it.
VOTE BY INTERNET Vote on the Internet 24 hours a day, 7 days a week. Here is
the address:
www.harrisbank.com/wproxy.
Have this voting form in hand when you access the website.
Then follow the instructions that are provided.
IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THIS VOTING FORM.
<PAGE> 25
UNISYS CORPORATION
PROXY FOR ANNUAL MEETING TO BE HELD APRIL 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS MELVIN R. GOODES, KENNETH A. MACKE AND
LAWRENCE A. WEINBACH, AND EACH OF THEM, PROXIES, WITH POWER OF SUBSTITUTION,
TO VOTE ALL SHARES OF COMMON STOCK WHICH THE UNDERSIGNED IS ENTITLED TO VOTE
AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS OF UNISYS CORPORATION, AND AT ANY
ADJOURNMENT THEREOF, AS DIRECTED ON THE REVERSE SIDE HEREOF WITH RESPECT TO
THE ITEMS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT AND IN THEIR
DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS CARD ALSO PROVIDES VOTING INSTRUCTIONS (FOR SHARES CREDITED TO THE
ACCOUNT OF THE UNDERSIGNED, IF ANY) TO THE TRUSTEE FOR THE UNISYS SAVINGS PLAN
(THE "SAVINGS PLAN") AS MORE FULLY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
IF YOU ARE VOTING BY MAIL, PLEASE MARK, DATE, SIGN AND RETURN THIS
PROXY/VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
