United Industrial Corp /DE/ - Amended Statement of Beneficial Ownership (SC 13D/A)
30 11월 2007 - 2:40AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE
13D
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Under the Securities
Exchange Act of 1934
(Amendment No. 4)*
UNITED
INDUSTRIAL CORPORATION
(Name of Issuer)
Common
Stock, $1.00 Par Value
(Title of Class of
Securities)
(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
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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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), 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).
CUSIP No.
910671106
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Textron Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
BK; CO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
8,709,738
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
8,709,738
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
8,709,738 (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
87.98% (2)
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14.
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Type of Reporting Person
(See Instructions)
CO
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(1)
Does not include 1,437,838 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
CUSIP No.
910671106
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Marco Acquisition Sub Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
8,709,738
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
8,709,738
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
8,709,738 (3)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
87.98% (4)
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14.
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Type of Reporting Person
(See Instructions)
CO
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(3) See Footnote (1) to Textron Inc.
(4) See Footnote (2) to Textron Inc.
3
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This Amendment No. 4 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, Amendment No. 2 to Schedule 13D filed with the Commission
on November 21, 2007, and Amendment No. 3 to Schedule 13D filed with the Commission
on November 26, 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.
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Item 4.
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Purpose of Transaction
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Item 4
is hereby supplemented by the addition of the following information:
As of
the date hereof, since November 25, 2007, 107,495 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 does not include
commissions paid in per share prices.
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Name
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Date
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Shares of Common Stock Purchased
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Price per Share
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Textron Inc.
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11/27/2007
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12,500
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$
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81.00
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Textron Inc.
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11/27/2007
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11,300
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$
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80.99
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Textron Inc.
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11/28/2007
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13,300
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$
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81.00
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Item 5.
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Interest in Securities of the Issuer
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Item 5
is hereby amended and restated in its entirety to read as follows:
(a)-(b)
Each of the Reporting Persons beneficially owns 8,709,738 shares of Common
Stock, representing approximately 87.98% of the outstanding Shares. This amount does not include 1,437,838
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 26,
2007.
(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.
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4
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.
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TEXTRON
INC.
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November 29, 2007
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Date
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/s/ Arnold M. Friedman
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Signature
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Vice President and Deputy General Counsel
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Name/Title
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MARCO
ACQUISITION SUB INC.
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/s/ Arnold M. Friedman
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Signature
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Vice President
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Name/Title
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5
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