United Industrial Corp /DE/ - Amended Statement of Beneficial Ownership (SC 13D/A)
26 November 2007 - 11:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 3)*
Under the Securities Exchange Act
of 1934
UNITED
INDUSTRIAL CORPORATION
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
910671106
(CUSIP Number)
Terrence O'Donnell, Esq.
Textron Inc.
40 Westminster Street
Providence,
Rhode Island 02903
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Louis A. Goodman, Esq.
Skadden, Arps, Slate, Meagher
& Flom LLP
1 Beacon Street
Boston, Massachusetts 02108
November 21, 2007
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following
box
o
.
NOTE:
Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §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).
|
1.
|
NAMES OF REPORTING PERSONS
Textron Inc.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
BK; OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
SOLE
VOTING POWER
None
|
|
8.
|
SHARED VOTING POWER
8,565,443
|
|
9.
|
SOLE DISPOSITIVE POWER
None
|
|
10.
|
SHARED
DISPOSITIVE POWER
8,565,443
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,565,443
(1)
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.52% (2)
|
|
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
(1)
Does not include
[1,545,333]
shares of common stock of the Company which were tendered
by guaranteed delivery in the tender offer made by Marco Acquisition Sub Inc., a
wholly-owned subsidiary of Textron Inc., for all outstanding common stock of
the company but have not yet been delivered by the holders thereof as required.
(2)
Based on
9,899,936 shares of common stock of the Company outstanding as of November 13,
2007, as represented by the Company.
2
|
1.
|
NAMES OF REPORTING PERSONS
Marco Acquisition Sub Inc.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
SOLE
VOTING POWER
None
|
|
8.
|
SHARED VOTING POWER
8,565,443
|
|
9.
|
SOLE DISPOSITIVE POWER
None
|
|
10.
|
SHARED
DISPOSITIVE POWER
8,565,443
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,565,443
(3)
|
|
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
o
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.52% (4)
|
|
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
(3) See Footnote (1) to Textron Inc.
(4) See Footnote (2) to
Textron Inc.
3
This
Amendment No. 3 to Schedule 13D (this Amendment) supplements, amends and
relates to information in the Schedule 13D originally filed with the Securities
and Exchange Commission on October 17, 2007 by the persons filing this
Amendment (the Original Schedule ),
as such Original Schedule was amended by Amendment No. 4 to the Tender Offer
Statement on Schedule TO filed with the Commission on November 14, 2007 and
Amendment No. 2 to Schedule 13D filed with the Commission on November 21, 2007,
each by the persons filing this Amendment. Capitalized terms used in this
Amendment, but not otherwise defined, have the meanings ascribed to them in the
Original Schedule.
Item 4.
Purpose of Transaction
.
Item 4 is
hereby supplemented by the addition of the following information:
As of the
date hereof, since November 19, 2007, [76,320] shares of Common Stock tendered
in the Offer through notices of guaranteed delivery, which had not been
delivered as required on November 16, 2007, have been delivered to the
Reporting Persons and purchased by Marco.
The following
table sets forth all transactions with respect to shares of Common Stock
effected by any of the Reporting Persons since their last filing on Schedule
13D, other than the delivery of shares pursuant to notices of guaranteed
delivery as described above. Except as otherwise indicated, all transactions
were effected in the open market, and the table
[includes]
commissions
paid in per share prices.
Name
|
|
Date
|
|
Shares of Common
Stock Purchased
|
|
Price per Share
|
|
Textron Inc.
|
|
11/21/2007
|
|
33,200
|
|
$
|
81.00
|
|
Textron Inc.
|
|
11/21/2007
|
|
7,000
|
|
$
|
80.99
|
|
Textron Inc.
|
|
11/21/2007
|
|
1,300
|
|
$
|
80.98
|
|
Textron Inc.
|
|
11/23/2007
|
|
15,300
|
|
$
|
81.00
|
|
Textron Inc.
|
|
11/23/2007
|
|
3,400
|
|
$
|
80.99
|
|
Textron Inc.
|
|
11/26/2007
|
|
10,900
|
|
$
|
80.99
|
|
Item 5.
Interest in
Securities of the Issuer
.
Item 5 is hereby amended and
restated in its entirety to read as follows:
(a)-(b) Each of the Reporting
Persons beneficially owns 8,565,443 shares of Common Stock, representing
approximately 86.52% of the outstanding Shares.
This amount does not include
[1,545,333]
shares of Common Stock which have been tendered to Marco in the Offer
through notices of guaranteed delivery but have not been delivered as required
and, as a result, have not yet been purchased by Marco.
Each of the Reporting Persons
has the power to vote or direct the voting, and to dispose or direct the
disposition of all shares of Common Stock beneficially owned.
(c) Except for the purchase of
shares of Common Stock pursuant to the Offer, described above, neither of the
Reporting Persons, and to the best knowledge of the Reporting Persons, none of
the persons named in Schedule A, has effected any transaction in the shares of
Common Stock since November 20, 2007.
4
(d) To the knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities of the Company reported herein.
(e) Not applicable.
5
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
|
TEXTRON INC.
|
|
|
|
November
26, 2007
|
|
Date
|
|
/s/
Arnold M. Friedman
|
|
Signature
|
|
Arnold M. Friedman
Vice President and Deputy GeneralCounsel
|
|
Name/Title
|
|
MARCO ACQUISITION SUB INC.
|
|
|
|
November
26, 2007
|
|
Date
|
|
/s/
Arnold M. Friedman
|
|
Signature
|
|
Arnold M. Friedman
Vice
President
|
|
Name/Title
|
6
United Industrial (NYSE:UIC)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
United Industrial (NYSE:UIC)
Historical Stock Chart
Von Jun 2023 bis Jun 2024