United Industrial Corp /DE/ (Other) (SC TO-T/A)
13 Noviembre 2007 - 11:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
Amendment
No. 3
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.
Executive Vice President and General Counsel
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*
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Amount of Filing Fee**
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$863,836,407
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$
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26,519.78
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*
Estimated for
purposes of calculating the filing fee only. The transaction valuation was
calculated on the offer to purchase all of the outstanding shares of common
stock of United Industrial Corporation at a purchase price of $81.00 in cash
per share and 9,898,102 shares issued and outstanding and outstanding options
(vesting on or before February 7, 2008) with respect to 766,545 shares, in
each case as of October 15, 2007.
**
The filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, is calculated by multiplying the Transaction Valuation by .00003070.
x
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: $ 26,519.78
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Filing Party: Marco
Acquisition Sub Inc. and Textron Inc.
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Form or Registration No.: Schedule TO-T
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Date Filed: October 16, 2007
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o
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:
x
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
This Amendment No. 3 (Amendment No. 3)
further amends and supplements the Tender Offer Statement on Schedule TO
originally filed on October 16, 2007 (the Schedule TO), as amended on October 18,
2007 and on October 26, 2007, by Textron Inc., a Delaware corporation (Textron),
and Marco Acquisition Sub Inc., a Delaware corporation (Purchaser) and an
indirect wholly owned subsidiary of Textron, relating to the offer by
Purchaser, to purchase all outstanding shares of common stock, par value $1.00
per share, of United Industrial Corporation, a Delaware corporation, at a price
of $81.00 per Share, net to the seller in cash, without interest thereon and
subject to reduction for any applicable withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 16,
2007 and annexed to and filed as Exhibit (a)(1)(A) to the Schedule TO
(the Offer to Purchase), and in the related Letter of Transmittal.
The information set forth in the Offer to Purchase is incorporated by reference
to all the items of this Amendment No. 3.
All capitalized terms
used in this Amendment No. 3 without definition have the meanings ascribed
to them in the Offer to Purchase.
2
The items of the Schedule
TO (as previously amended) set forth below are hereby amended and supplemented
as follows:
Item 11.
Additional Information.
Item 11 of the Schedule TO (as previously amended) is
hereby amended and supplemented by adding the following text thereto:
Under the Austrian Cartel Act 2005, the Republic of
Austria Federal Competition Authority, after an in-depth examination of the
facts, waived the requirement that Textron file an application for examination
of the Merger in proceedings with the Cartel Court. Accordingly, as of November 10,
2007, the condition to the Offer relating to approval under the Austrian Cartel
Act 2005 applicable to the purchase of Shares has been satisfied.
3
SIGNATURE
After
due 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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By:
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/s/ ARNOLD M. FRIEDMAN
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Name: Arnold M. Friedman
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Title:
Vice President and Deputy General Counsel
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Marco
Acquisition Sub Inc.
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By:
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/
s/ JOHN R. CURRAN
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Name: John R. Curran
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Title:
President
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Dated: October 13,
2007
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4
EXHIBIT INDEX
(a)(1)(A)
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Offer to Purchase, dated October 16, 2007*
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(a)(1)(B)
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Form of Letter of Transmittal
(including Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9)*
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(a)(1)(C)
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Form of Notice of Guaranteed
Delivery*
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(a)(1)(D)
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Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees*
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(a)(1)(E)
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Form of Letter to Clients for Use by
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees**
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(a)(1)(F)
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Text of press release issued by Textron,
dated October 8, 2007 (incorporated by reference to Exhibit 99.1 of
the Schedule TO-C filed by Textron and Purchaser with the Securities and
Exchange Commission on October 9, 2007)*
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(a)(1)(G)
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UIC Acquisition Presentation, dated
October 8, 2007 (slides) (incorporated by reference to Exhibit 99.2
of the Schedule TO-C filed by Textron and Purchaser with the Securities and
Exchange Commission on October 9, 2007)*
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(a)(1)(H)
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UIC Acquisition Presentation (transcript),
dated October 8, 2007 (incorporated by reference to Exhibit 99.1 of
the Schedule TO-C filed by Textron and Purchaser with the Securities and
Exchange Commission on October 9, 2007)*
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(a)(1)(I)
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Form of summary advertisement,
published October 16, 2007*
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(b)(1)
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5-Year Credit Agreement, dated as of
March 28, 2005, among Textron, the Banks listed therein, JPMorgan Chase
Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent
(5-Year Credit Agreement) (incorporated by reference to
Exhibit 10.1 to Textrons Current Report on Form 8-K filed by
Textron with the Securities and Exchange Commission on March 31, 2005)*
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(b)(2)
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Amendment No. 1 to 5-Year
Credit Agreement, dated as of April 21, 2006 (incorporated by reference
to Exhibit 10.1 to Textrons Current Report on Form 8-K filed
by Textron with the Securities and Exchange Commission on April 25,
2006)*
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(b)(3)
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Amendment No. 2 to 5-Year
Credit Agreement, dated as of April 20, 2007 (incorporated by reference to
Exhibit 10.1 to Textrons Current Report on Form 8-K filed by
Textron with the Securities and Exchange Commission on April 24, 2007)*
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(b)(4)
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$750,000,000 Senior Unsecured Credit
Facility Commitment Letter, dated October 12, 2007, among Citigroup
Global Markets Inc., Banc of America Securities LLC, Bank of America, N.A.,
Goldman Sachs Credit Partners L.P. and Textron*
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(d)(1)
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Agreement and Plan of Merger dated as of
October 7, 2007, by and among Purchaser, UIC and Textron (incorporated
by reference to Exhibit 2.1 of the Current Report on Form 8-K
filed by Textron with the Securities and Exchange Commission on
October 9, 2007)*
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(d)(2)
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Tender and Support Agreement dated as of
October 7, 2007, by and among Purchaser, Textron, Steel Partners II,
L.P., Steel Partners, L.L.C., Warren G. Lichtenstein and Glen M. Kassan*
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(d)(3)
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Confidentiality Letter Agreement dated
July 10, 2007, between UIC and Textron*
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(d)(4)
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Eagle Eye Care Teaming Agreement by and
between Bell Helicopter Textron Inc., Lockheed Martin Corporation, AAI
Corporation, and Textron Systems Corporation, entered into July 21,
2004*
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5
(g)
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Not applicable
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(h)
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Not applicable
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*
Previously
filed on October 16, 2007 as an exhibit to the Schedule TO.
**
Previously
filed on October 18, 2007 as an exhibit to Amendment No. 1 to the
Schedule TO.
6
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