United Industrial Corp /DE/ - Current report filing (8-K)
December 11 2007 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 11, 2007
Date of Report (date of earliest event reported)
UNITED INDUSTRIAL
CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
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1-4252
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95-2081809
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(State or other
jurisdiction of
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(Commission File
Number)
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(IRS Employer
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incorporation)
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Identification Number)
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124 Industry Lane
Hunt Valley, Maryland 21030
(Address of principal executive offices, including zip code)
(410) 628-3500
(Registrants telephone number, including area code)
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 11,
2007, the Company notified the NYSE Euronext, Inc. (the NYSE) of its
intent to voluntarily withdraw the
listing of its common stock from trading on the NYSE. The company has decided to delist its common
stock from the NYSE to expedite the completion of the acquisition of the
Company by Textron Inc. through the merger of a wholly owned subsidiary of
Textron Inc. with and into the Company and because the Company believes that
numerous trades in its common stock have failed to settle for extended periods
of time, demonstrating that the market in its common stock is inefficient.
On or about
December 21, 2007, the Company currently intends to file with the
Securities and Exchange Commission an
application on Form 25, Notification
of Removal from Listing and/or Registration under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), to withdraw its common stock from listing on
the NYSE and the Companys intention to withdraw its common stock from
registration under Section 12(b) of the Exchange Act. Shares of
the Companys common stock will cease trading
on the NYSE 10 days after the filing of the Form 25, which is expected to be December 31,
2007. The Company expects that,
if not already completed, the merger will be completed promptly after the
delisting of the Companys common stock becomes effective. The Company has not arranged for the listing
or quotation of the Common Stock on another securities exchange or quotation
medium.
The
Company reserves the right to delay or withdraw at any time its application for
delisting of its common stock from the NYSE.
A
press release announcing the Companys decision to withdraw the Common Stock from
trading on the NYSE is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit No
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Description
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99.1
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Press Release issued by the Company on
December 11, 2007.
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2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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UNITED INDUSTRIAL CORPORATION
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Date: December 11, 2007
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By:
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/s/ James H. Perry
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Name: James H. Perry
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Title: Chief Financial Officer
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