UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.8)*
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)
March 28, 2003
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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 ss.ss.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 ss.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 7
Page 2 of 7
SCHEDULE 13D
CUSIP No. 91529B106
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only).
Unitrin, Inc.
95-4255452
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 12,657,764
EACH -----------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH -----------------------------------------------------------
10. Shared Dispositive Power
12,657,764
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,657,764 (owned indirectly through a subsidiary as noted on pages 3
through 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
21.56%
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14. Type of Reporting Person (See Instructions)
HC,CO
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Page 3 of 7
CUSIP NO. 91529B106
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only).
Trinity Universal Insurance Company
75-0620550
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
Texas
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7. Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 12,657,764
EACH -----------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH -----------------------------------------------------------
10. Shared Dispositive Power
12,657,764
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,657,764
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
21.56%
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14. Type of Reporting Person (See Instructions)
IC, CO
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Page 4 of 7
Amendment No. 8 to Schedule 13D
This Amendment No. 8 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, Amendment No. 6 dated July 9, 2002 and Amendment No. 7 dated July
29, 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 March 28, 2003, Unitrin transferred to Trinity 12,657,764 shares of
Common Stock, representing all of Unitrin's holdings of the Issuer's Common
Stock, as a contribution of capital. Trinity is a wholly owned subsidiary of
Unitrin.
Item 4. Purpose of Transaction
In January 2003, the Issuer repaid in full all its obligations under its
financing arrangements with Unitrin described in Amendment No. 4 to Schedule
13D. In connection with Unitrin's investment in the Issuer, 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 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.
Page 5 of 7
Item 5. Interest in Securities of the Issuer
As described in Item 3 above, Unitrin transferred to Trinity 12,657,764
shares of Common Stock, representing all of Unitrin's holdings of the Issuer's
Common Stock, as a contribution of capital on March 28, 2003. Prior to this
transaction, Unitrin directly owned such shares of Common Stock. 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 direct to
indirect.
As indicated on the cover pages, Unitrin beneficially owns 12,657,764
shares of Common Stock over which it has shared voting and dispositive powers.
As indicated on the cover pages, Trinity beneficially owns 12,657,764
shares of Common Stock over which it has shared voting and dispositive powers.
Except as described in this Amendment No. 8 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: March 28, 2003 UNITRIN, INC.
By: /s/ Richard Roeske
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Richard Roeske
Vice President
TRINITY UNIVERSAL INSURANCE COMPANY
By: /s/ John M. Boschelli
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John M. Boschelli
Assistant Treasurer
Page 6 of 7
SCHEDULE UNIT
UNITRIN, INC.
NAME (ALL U.S. POSITION WITH UNITRIN (PRINCIPAL
CITIZENS UNLESS BUSINESS OCCUPATION, IF DIFFERENT, PRESENTED IN
OTHERWISE NOTED) ADDRESS FOOTNOTES)
James E. Annable (2) Director
David F. Bengston (10) (1) Vice President
John M. Boschelli (1) Treasurer
Eric J. Draut (10) (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
Wayne Kauth (7) Director
Edward J. Konar (1) Vice President
Scott Renwick (1) Senior Vice President, Secretary &
General Counsel
Richard Roeske (10) (1) Vice President & Chief
Accounting Officer
Fayez S. Sarofim (8) Director
Donald G. Southwell (10) (1) Director, President & Chief
Operating Officer
Richard C. Vie (1) Director, Chairman of the Board &
Chief Executive Officer
Ann E. Ziegler (9) 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 Hyatt Corporation and AIC Holding Co. 200 West
Madison, 38th Floor, Chicago, Illinois 60606.
(4) Mr. Hedlund is a partner in the law firm of Hedlund & Hanley, LLC 30 West
Monroe Street, Suite 500, 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. Kauth is an independent consultant to the financial services industry.
233 South Wacker Drive, Chicago, Illinois 60606.
(8) 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
(9) Ms. Ziegler is Senior Vice President of Sara Lee Corporation, and Chief
Financial Officer and Senior Vice President Administration of Sara Lee
Bakery Group. Three First National Plaza, Suite 4700, Chicago, Illinois
60602
(10) See also Schedule T filed herewith.
Page 7 of 7
SCHEDULE T
TRINITY UNIVERSAL INSURANCE COMPANY
NAME (ALL U.S. POSITION WITH TRINITY (PRINCIPAL
CITIZENS UNLESS BUSINESS OCCUPATION, IF DIFFERENT, PRESENTED IN
OTHERWISE NOTED) ADDRESS FOOTNOTES)
Stuart A. Bailey (1) Vice President
David F. Bengston (4) (2) Director
Roger M. Buss (1) Vice President
Eric J. Draut (4) (2) (A) Director
Judith E. Fagan (1) Senior Vice President, Corporate
Secretary & Director
William P. Fisanick (1) Chief Actuary
Samuel L. Fitzpatrick (2) Director
Dorothy A. Langley (1) Vice President & Corporate Counsel
James S. Mason, Sr. (1) Vice President
Kevin T. McNamara (1) Vice President
Clark H. Roberts (1) Vice President & Treasurer
Richard Roeske (4) (2) Director
James A. Schulte (1) President & Director
Donald G. Southwell (4) (2) (A) Director & Chairman of the Board
Keith J. Taylor (3) Vice President
(1) 10000 North Central Expressway, Dallas, Texas 75231.
(2) One East Wacker Drive, Chicago, Illinois 60601.
(3) 2450 14th Avenue, S.E., Albany, Oregon 97321
(4) See also Schedule UNIT filed herewith.
(A) Member, Investment Committee of the Board of Directors.