United Industrial Corp /DE/ - Amended tender offer statement by Third Party (SC TO-T/A)
14 Novembre 2007 - 3:10PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Schedule TO/A
Amendment
No. 4
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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*
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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.
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**
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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.
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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.
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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.
x
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:
x
This Amendment No. 4 (Amendment No. 4) 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, October
26, 2007 and November 13, 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 (Shares), 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.
This Amendment No. 4 is the final amendment to the Schedule TO and, in
accordance with Instruction H of the General Instructions to Schedule TO,
constitutes Textrons and Purchasers disclosure under Section 13(d) of the
Securities Exchange Act of 1934, as amended, with respect to the Shares
Purchaser acquires in the Offer.
The information set forth in
the Offer to Purchase is incorporated by reference to all the items of this
Amendment No. 4.
All capitalized terms used in this
Amendment No. 4 without definition have the meanings ascribed to them in the
Offer to Purchase.
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:
The Offer expired at 12:00 midnight, New York
City time, on Tuesday, November 13, 2007.
All of the conditions to the Offer have been satisfied. Accordingly, on November 14, 2007, Purchaser
accepted for payment in accordance with the terms of the Offer all Shares that
were validly tendered and not withdrawn prior to expiration of the Offer (including
all Shares delivered through notices of guaranteed delivery),
and payment
for such Shares will be made promptly, in accordance with the terms of the
Offer
.
The Depositary for the
Offer has advised Textron and Purchaser that, as of the expiration of the
Offer, a total of approximately 10,037,504 Shares were validly tendered to
Purchaser and not withdrawn (including approximately 2,071,281 Shares delivered
through notices of guaranteed delivery), representing approximately 100% of the
Shares outstanding. Shares tendered
through notices of guaranteed delivery are required to be delivered to Purchaser
by Friday, November 16, 2007.
Pursuant to the terms of the Merger Agreement, Textron
expects to effect a short-form merger of Purchaser with and into UIC in the
next several days, without the need for a vote or meeting of UIC
stockholders. Upon the effectiveness of
the Merger, each outstanding Share not tendered and purchased in the Offer, if
any (other than Shares held in the treasury of UIC, owned by Textron, Purchaser
or any subsidiary of Textron or UIC, or held by stockholders who properly
demand and perfect appraisal rights under Delaware law) will by virtue of the
Merger, and without action by the holder thereof, be canceled and converted
into the right to receive an amount in cash equal to the $81.00 per Share
without interest and less any required withholding taxes. As a result of the Merger, UIC will become an
indirect wholly owned subsidiary of Textron.
Textron has
entered into a loan agreement with UIC to fund UICs settlement of any of UICs
3.75% Convertible Senior Notes due 2024 that are surrendered for conversion in
cash.
On November 14, 2007, Textron issued a press release
announcing the successful completion of the Offer
.
The
full text of the press release issued by Textron is set forth as Exhibit
(a)(1)(J) hereto and is incorporated by reference herein.
Item 12.
Exhibits.
Item 12 of the Schedule TO (as previously amended) is hereby amended and
supplemented to add the following exhibit:
(a)(1)(J)
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Text of press release issued by Textron, dated November 14, 2007
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2
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: November 14, 2007
3
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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(a)(1)(J)
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Text of press release issued by
Textron, dated November 14, 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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(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.
4
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