UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.7)*
UNOVA, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
91529B106
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(CUSIP Number)
Thomas P. Hyatte
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
(312) 661-4930
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
SCHEDULE 13D
CUSIP NO. 91529B106
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Unitrin, Inc.
95-4255452
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7
NUMBER OF 12,657,764
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 12,657,764
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 12,657,764
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 21.8%
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TYPE OF REPORTING PERSON (See Instructions)
14 HC, CO
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Page 3 of 5
SCHEDULE 13D
CUSIP NO. 91529B106
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Trinity Universal Insurance Company
75-0620550
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4 N/A
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Texas
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 0
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 0%
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TYPE OF REPORTING PERSON (See Instructions)
14 IC, CO
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Page 4 of 5
Amendment No. 7 to Schedule 13D
This Amendment No. 7 amends and supplements the Schedule 13D originally
filed by Unitrin, Inc., Trinity Universal Insurance Company and United Insurance
Company of America, dated November 3, 1997, as amended by Amendment No. 1, dated
February 1, 2001, Amendment No. 2, dated March 15, 2001, Amendment No. 3, dated
June 8, 2001, Amendment No. 4, dated July 13, 2001, Amendment No. 5, dated March
8, 2002, and Amendment No. 6 dated July 9, 2002. Terms used herein and not
otherwise defined have the meanings given such terms in the original Schedule
13D, dated November 3, 1997.
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is the
common stock, par value $0.01 per share (the "Common Stock"), of UNOVA, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 21900 Burbank Boulevard, Woodland Hills, California 91367.
Item 2. Identity and Background
For information concerning the directors and executive officers of Unitrin
and Trinity, see Schedules UNIT and T, respectively to this Amendment. All
persons listed on such Schedules are U.S. citizens.
No filing person has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past five years; nor, to
the best knowledge and belief of the filing persons, has anyone listed in the
attached Schedules been convicted in such proceedings.
To the best knowledge and belief of the filing persons, during the past
five years no filing person nor anyone listed on the attached Schedules was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws of finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On July 25, 2002, Trinity transferred to Unitrin 5,711,449 shares of Common
Stock, representing all of Trinity's holdings of the Issuer's Common Stock, in
exchange for approximately $31,984,000 in cash. Trinity is a wholly owned
subsidiary of Unitrin. The source of the cash consideration for this transaction
was Unitrin's own internal funds.
Item 4. Purpose of Transaction
In connection with Unitrin's investment in the Issuer and participation in
the Issuer's financing arrangements described in Amendment No. 4 to Schedule
13D, Unitrin may consider, make proposals with respect to, and/or enter into
discussions regarding, one or more of the transactions and events specified in
clauses (a) through (j) of Item 4 of Schedule 13D including transactions
involving additional debt or equity financing of the Issuer. There can be no
assurance that Unitrin will take any such actions or that, if taken, any such
actions will be consummated or result in any transaction of the Issuer's
securities.
Item 5. Interest in Securities of the Issuer
Page 5 of 5
As described in Item 3 above, Trinity transferred to Unitrin 5,711,449
shares of Common Stock, representing all of Trinity's holdings of the Issuer's
Common Stock, in exchange for approximately $31,984,000 in cash on July 25,
2002. Prior to this transaction, Unitrin beneficially owned such shares of
Common Stock indirectly through Trinity. Accordingly, this transaction
represents only a change in the form of Unitrin's beneficial ownership interest
in the subject shares of Issuer's Common Stock from indirect to direct.
As indicated on the cover pages, Unitrin beneficially owns 12,657,764
shares of Common Stock over which it has sole voting and dispositive power.
As indicated on the cover pages, Trinity no longer beneficially owns any
shares of Common Stock.
Except as described in this Amendment No. 7 to Schedule 13D, to the best
knowledge and belief of the filing persons, during the past sixty (60) days no
filing person nor anyone listed in the attached Schedules has entered into any
transactions involving the Issuer's Common Stock. To the best knowledge and
belief of the filing persons, no one listed on the attached Schedules
beneficially owns shares of the Issuer's Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: July 29, 2002 UNITRIN, INC.
By: /s/ Scott Renwick
-------------------------------------
Scott Renwick
Senior Vice President
TRINITY UNIVERSAL INSURANCE COMPANY
By: /s/ John M. Boschelli
-------------------------------------
John M. Boschelli
Assistant Treasurer
SCHEDULE UNIT
UNITRIN, INC.
NAME (ALL U.S. POSITION WITH UNITRIN (PRINCIPAL
CITIZENS UNLESS BUSINESS OCCUPATION, IF DIFFERENT,
OTHERWISE NOTED) ADDRESS PRESENTED IN FOOTNOTES)
James E. Annable (2) Director
David F. Bengston (9) (1) Vice President
John M. Boschelli (1) Treasurer
Eric J. Draut (9) (1) Director, Executive Vice President, & Chief
Financial Officer
Douglas G. Geoga (3) Director
Reuben L. Hedlund (4) Director
Jerrold V. Jerome (5) Director
William E. Johnston, Jr. (6) Director
Edward J. Konar (1) Vice President
Scott Renwick (1) Senior Vice President, Secretary &
General Counsel
Richard Roeske (9) (1) Vice President & Chief Accounting Officer
Fayez S. Sarofim (7) Director
Donald G. Southwell (9) (1) Director, President & Chief Operating Officer
Richard C. Vie (1) Director, Chairman of the Board & Chief
Executive Officer
Ann E. Ziegler (8) Director
(1) One East Wacker Drive, Chicago, Illinois 60601.
(2) Mr. Annable is Economic Advisor to the Chairman of Bank One Corporation.
1 Bank One Plaza, Suite 0476, Chicago, Illinois 60670.
(3) Mr. Geoga is President of Hospitality Investment Fund, L.L.C. 200 West
Madison, 38th Floor, Chicago, Illinois 60606.
(4) Mr. Hedlund is a partner in the law firm of Hedlund & Hanley, LLC 55 West
Monroe Street, Suite 3100, Chicago, Illinois 60603.
(5) Mr. Jerome is a retired executive. 41 Country Meadows Road, Rolling Hills
Estates, CA 90274.
(6) Mr. Johnston is President de Conseil de Surveillance and a director of
Salins Europe. 155 N. Harbor Drive, Chicago, Illinois 60601.
(7) Mr. Sarofim is the Chairman of the Board and President of Fayez Sarofim &
Co., a registered investment advisor. Two Houston Center, Suite 2907,
Houston, Texas 77010
(8) Ms. Ziegler is Senior Vice President, Corporate Development of Sara Lee
Corporation. Three First National Plaza, Suite 4700, Chicago, Illinois
60602
(9) See also Schedule T filed herewith.
July 29, 2002
SCHEDULE T
TRINITY UNIVERSAL INSURANCE COMPANY
NAME (ALL U.S. POSITION WITH TRINITY (PRINCIPAL
CITIZENS UNLESS BUSINESS OCCUPATION, IF DIFFERENT,
OTHERWISE NOTED) ADDRESS PRESENTED IN FOOTNOTES)
David F. Bengston (4) (1) Director
Roger M. Buss (2) Vice President
Donald C. Crutchfield (2) Vice President
Eric J. Draut (4) (1) (A) Director
Judith E. Fagan (2) Senior Vice President, Secretary & Director
William P. Fisanick (2) Chief Actuary
Samuel L. Fitzpatrick (1) Director
Dennis O. Halsey (2) Senior Vice President
Ronald I. Henry (2) Vice President
Dorothy A. Langley (2) Vice President & Corporate Counsel
Kevin T. McNamara (2) Vice President
Clark H. Roberts (2) Vice President & Treasurer
Richard Roeske (1) Director
James A. Schulte (2) President & Director
Donald G. Southwell (4) (1) (A) Director & Chairman of the Board
Keith J. Taylor (3) Vice President
(1) One East Wacker Drive, Chicago, Illinois 60601.
(2) Trinity Universal Insurance Company, 10000 North Central Expressway,
Dallas, Texas 75231
(3) Valley Insurance Companies, 2450 14th Avenue, S.E., Albany, Oregon 97321
(4) See also Schedule UNIT filed herewith.
(A) Member, Investment Committee of the Board of Directors.
July 29, 2002