United Industrial Corp /DE/ - Written communication relating to an issuer or third party (SC TO-C)
09 10월 2007 - 7:07PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Schedule TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
UNITED INDUSTRIAL
CORPORATION
(Name
of Subject Company (Issuer))
Marco Acquisition Sub
Inc.
and
Textron
Inc.
(Names
of Filing Persons (Offerors))
Common
Stock, par value $1.00 per share
(Title
of Class of Securities)
910671106
(CUSIP
Number of Class of Securities)
Terrence
ODonnell, Esq.
Textron
Inc.
40
Westminster Street
Providence,
RI 02903
(401) 421-2800
(Name,
Address and Telephone Numbers of Person Authorized
to
Receive Notices and Communications on Behalf of Filing
Persons)
Copy to:
Louis
A. Goodman, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Beacon Street
Boston,
MA 02108
(617) 573-4800
CALCULATION
OF FILING FEE
Transaction Valuation
|
Amount
of Filing Fee
|
Not Applicable
|
Not Applicable
|
o
Check the box if any part of
the fee is offset as provided by Rule 0-11 (a) (2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
|
Amount
Previously Paid: None
|
|
Filing Party:
Not applicable
|
|
Form or
Registration No.: Not applicable
|
|
Date Filed: Not
applicable
|
R
Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
R
third-party
tender offer subject to Rule 14d-1.
o
issuer tender
offer subject to Rule 13e-4.
o
going-private
transaction subject to Rule 13e-3.
o
amendment to Schedule 13D
under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
CUSIP Number:
910671106
The
pre-commencement communications filed under cover of this Schedule TO
relate to a planned tender offer by Marco Acquisition Sub Inc. (Purchaser), a
wholly owned subsidiary of Textron Inc. (Textron), for all of the outstanding
shares of common stock, par value $1.00 per share, of United Industrial
Corporation (UIC), pursuant to an Agreement and Plan of Merger, dated as of October 7,
2007, by and among Purchaser, UIC and Textron.
The
tender offer described herein has not yet been commenced. The description
contained herein is neither an offer to purchase nor a solicitation of an offer
to sell securities of UIC. At the time the tender offer is commenced, Textron
and Purchaser intend to file a Tender Offer Statement on Schedule TO
containing an offer to purchase, forms of letters of transmittal and other
documents relating to the tender offer, and UIC intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the tender offer. Textron, Purchaser and UIC intend to mail these documents to
the stockholders of UIC. These documents will contain important information
about the tender offer and stockholders of UIC are urged to read them carefully
when they become available. Stockholders of UIC will be able to obtain a free
copy of these documents (when they become available) and other documents filed
by UIC or Textron with the SEC at the website maintained by the SEC at
www.sec.gov. In addition, stockholders will be able to obtain a free copy of
these documents (when they become available) from Textron by contacting Textron
at 40 Westminster Street, Providence, RI 02903, attention: Investor Relations,
or from UIC by contacting UIC at P.O. Box 126, Hunt Valley, MD 21030,
attention: Investor Relations.
EXHIBIT INDEX
EXHIBIT
|
|
|
NO.
|
|
|
|
|
|
99.1
|
|
Press Release
issued by Textron Inc. dated October 8, 2007
|
99.2
|
|
UIC Acquisition
Presentation, October 8, 2007 (slides)
|
2
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