SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
UNITED INDUSTRIAL CORPORATION |
(Name of Subject Company) |
|
UNITED INDUSTRIAL CORPORATION |
(Name of Person Filing Statement) |
|
COMMON STOCK, PAR VALUE $1.00 PER SHARE |
(Title of Class of Securities) |
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910671106 |
(CUSIP Number of Class of Securities) |
Frederick M. Strader
Chief Executive Officer and President
United Industrial Corporation
124 Industry Lane
Hunt Valley, Maryland 21030
(410) 628-3500
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Copies to:
Steven L. Kirshenbaum, Esq.
Julie M. Allen, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10023
(212) 969-3000
o Check the box if the filing relates to preliminary communications made before the
commencement date of a tender offer.
This Amendment No. 3 to Schedule 14D-9 (this “Amendment”) amends and supplements the Schedule 14D-9 (the “Schedule 14D-9”) initially filed by United Industrial Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on October 16, 2007, as amended by Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Company on October 22, 2007 and Amendment No. 2 to the Schedule 14D-9 filed with the SEC by the Company on October 26, 2007, relating to the tender offer commenced by Textron Inc., a Delaware corporation (“Textron”), through its indirect wholly owned subsidiary, Marco Acquisition Sub Inc., a Delaware corporation (the “Purchaser”), to acquire all of the outstanding Shares in exchange for $81.00 net to the sellers in cash without interest per Share, upon the terms and subject to the conditions of the Merger Agreement as described in the Offer to Purchase dated October 16, 2007 and in the related Letter of Transmittal contained in the Schedule TO filed by Textron and Purchaser with the SEC on October 16, 2007. Except as otherwise indicated herein, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
The information in the Schedule 14D-9 is incorporated in this Amendment by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
“(a)(8) |
| AAI Corporation Instant Ink, dated October 26, 2007” |
“(a)(9) |
| Fred’s Corner, dated October 29, 2007” |
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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.
| UNITED INDUSTRIAL CORPORATION | ||
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| By | /s/ James H. Perry |
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| James H. Perry | |
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| Vice President, Chief Financial Officer and Controller | |
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Dated: October 29, 2007 |
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EXHIBIT INDEX
(a)(8) |
| AAI Corporation Instant Ink, dated October 26, 2007 |
(a)(9) |
| Fred’s Corner, dated October 29, 2007 |
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