UIC United Indl Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

November 14, 2007
Date of Report (date of earliest event reported)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Introductory Note

On October 7, 2007, United Industrial Corporation (the “Company”), Textron Inc. (“Textron”) and Marco Acquisition Sub Inc., an indirect wholly owned subsidiary of Textron (“Purchaser”), entered into a merger agreement (the “Merger Agreement”), whereby Purchaser would merge with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Textron.  On October 16, 2007, pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of Company common stock, par value $1.00 per share (the “Common Stock”) at a purchase price of $81.00 per share, net to the seller in cash without interest, less any applicable withholding taxes.  The Offer expired on Tuesday, November 13, 2007, and, on November 14, 2007, pursuant to the terms of the Offer, Purchaser accepted and paid for all shares of Common Stock validly tendered and not withdrawn prior to the expiration of the Offer (the “Tender Offer Closing”).

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and this description is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.

conversion, the “Repurchase Event Make-Whole Premium” provided for in the Indenture.  The amount of such Repurchase Event Make-Whole Premium payable in respect of Notes converted after December 11, 2007 but during the Merger Conversion Period will be determined once the Merger Effective Time is determined, and such amount may be less than the Repurchase Event Make-Whole Premium payable for conversions effected prior to December 11, 2007 described above.

Holders are only entitled to the Repurchase Event Make-Whole Premium if they surrender their Notes for conversion during the Tender Offer Conversion Period or after December 11, 2007 but during the Merger Conversion Period.  If a holder elects to convert Notes after December 11, 2007, such holder will be entitled to any Repurchase Event Make-Whole Premium in respect of the Notes so surrendered for conversion after the Merger is consummated if such conversion is made during the Merger Conversion Period.  A holder who elects to convert Notes after the Merger Conversion Period has ended will not be entitled to any Repurchase Event Make-Whole Premium in respect of the Notes so surrendered for conversion.

The Company intends to satisfy 100% of the Notes surrendered for conversion solely in cash, including any Repurchase Event Make-Whole Premium payable in connection with the Tender Offer Closing or the consummation of the Merger.  Reference is made to the Indenture for the calculation of the amount of cash holders of Notes are entitled to receive upon conversion of their Notes.

On November 15, 2007, the Company issued a press release, which is filed as Exhibit 99.3 hereto and incorporated herein by reference, announcing the convertibility of the Notes due to the Tender Offer Closing.

Repurchase Event

In accordance with the Indenture, the Tender Offer Closing constituted a repurchase event.  As such, each holder of Notes may, until 5:00 p.m. on December 27, 2007, elect to require the Company to repurchase such holder’s Notes as a result of the Tender Offer Closing at a repurchase price of $1,010.63 for each $1,000 principal amount of Notes.  Holders who exercise this repurchase option during such time shall also receive a Repurchase Event Make-Whole Premium equal to 2.852% of the principal amount of the Notes in respect of which the repurchase option is exercised.

The consummation of the Merger and the de-listing of the Common Stock of the Company from the NYSE Euronext, Inc. (the “NYSE”), which had been expected to occur on or before November 19, 2007, have not yet occurred.  As a result, the consummation of the Merger and the de-listing of the Common Stock from the NYSE, when they occur, will each constitute a repurchase event.  The Company will notify holders of Notes of the date(s) when the consummation of the Merger and the de-listing occurs, the repurchase date(s) in respect of these events under the Indenture and the repurchase price and Repurchase Event Make-Whole Premium payable under the Indenture if holders of Notes exercise their repurchase option in connection with the occurrence of these events.

Amended and Restated Notice to Holders of Notes

On November 15, 2007, the Company issued a notice to holders of the Notes, notifying such holders of (i) the adjustment to the conversion rate set forth in the Indenture, (ii) the execution of the Supplemental Indenture, (iii) conversion rights and the procedures to exercise such conversion rights, (iv) the amount of the Repurchase Event Make-Whole Premium that will be payable to holders of the Notes in certain circumstances, (v) the occurrence of the Tender Offer Closing, which constitutes a repurchase event under the Indenture and the procedures to exercise repurchase rights, and (vi) the Company’s election to satisfy all conversion, repurchase and any Repurchase Event Make-Whole obligations in cash (the “Notice”).  The Notice was amended and restated in its entirety on November 20, 2007 (the “Amended and Restated Notice”), as the Merger and the de-listing of the Common Stock of the Company from the NYSE have not occurred on or before November 19, 2007 as previously expected.

Holders of Notes should read carefully the Amended and Restated Notice regarding their conversion rights and their rights to require the Company to repurchase their Notes in connection with the Offer and the future consummation of the Merger, as they contain important information as to the procedures and timing for the exercise of such rights.

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The foregoing description does not purport to be complete and this description is qualified in its entirety by reference to the full text of the Amended and Restated Notice, a copy of which is filed as Exhibit 99.4 to this report and is incorporated herein by reference.

The foregoing descriptions of the Indenture and the Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to the full texts of each of the Indenture and the Supplemental Indenture, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this report and are each incorporated herein by reference.

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and this description is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.