|
CUSIP No.
910671106
|
|
|
|
|
1.
|
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Textron Inc.
|
|
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
x
|
|
|
|
(b)
|
o
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See
Instructions)
BK; OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
None
|
|
|
|
8.
|
Shared Voting Power
8,417,623
|
|
|
|
9.
|
Sole Dispositive Power
None
|
|
|
|
10.
|
Shared Dispositive Power
8,417,623
|
|
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
8,417,623 (1)
|
|
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
85.0% (2)
|
|
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
CO
|
|
|
|
|
|
|
|
(1) Does not include 1,621,653 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 were not
delivered by the holders thereof as required on November 16, 2007.
(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
This Amendment No. 2 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 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.
Item 4. Purpose of Transaction.
Item 4 is hereby
supplemented by the addition of the following information:
On November 20,
2007, Textron announced that its indirect, wholly-owned subsidiary, Marco
Acquisition Sub Inc. (“Marco”) purchased
and paid for a total of 8,417,623 shares of Common Stock which were tendered in
the Offer, representing approximately 85% of the outstanding Shares. Textron also announced that 1,621,653 shares
of Common Stock, which had been tendered in the Offer through notices of
guaranteed delivery, had not been delivered as required on or before November
16, 2007 and, as a result, such shares of Common Stock had not yet been
purchased by Marco. Accordingly, the
Merger has not yet occurred.
Textron plans to
complete the Merger as soon as practicable, and may, if necessary, request that
the Company call a meeting of the Company’s stockholders to approve the Merger.
The Reporting
Persons have demanded delivery of Shares tendered in the Offer through notices
of guaranteed delivery. In addition,
prior to completion of the Merger, the Reporting Persons may purchase or
otherwise acquire additional shares of Common Stock in open market purchases or
privately negotiated transactions or otherwise, at a purchase price not to
exceed $81.00 per share. Marco may elect
to exercise its previously disclosed Top Up Option to purchase from the Company
additional shares of Common Stock. As a
result of purchases in the Offer, or purchases made after the Offer, the Common
Stock may be de-listed from the New York Stock Exchange (the “NYSE”) and may
cease to be registered under the Securities Exchange Act of 1934, as amended,
before completion of the merger. The
Reporting Persons may cause the Company to request that the Common Stock be
delisted from the NYSE.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby
amended and restated in its entirety to read as follows:
(a)-(b) Each of
the Reporting Persons beneficially owns 8,417,623 shares of Common Stock,
representing approximately 85% of the outstanding Shares. This amount does not include 1,621,653 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 on or before
November 16, 2007 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 14, 2007, the date of the most
recent filing on Schedule 13D by the Reporting Persons.
(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.
4