SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2001-11-30 SEC Accession No. 0000950109-01-505339 (HTML Version on secdatabase.com) FILER UNITED DEFENSE INDUSTRIES INC Mailing Address Business Address 1525 WILSON BLVD 1525 WILSON BLVD CIK:1051719| IRS No.: 522059782 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 700 SUITE 700 Type: S-1/A | Act: 33 | File No.: 333-71986 | Film No.: 1803159 ARLINGTON VA 22209-2411 ARLINGTON VA 22209-2411 SIC: 3790 Miscellaneous transportation equipment 7033126100 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on November 30, 2001 Registration No. 333-71986 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------- United Defense Industries, Inc. (Exact Name of Registrant as Specified in Its Charter) ----------------- <TABLE> <S> <C> <C> Delaware 3790 52-2059782 (State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer Incorporation or Organization) Classification Number) Identification No.) </TABLE> 1525 Wilson Boulevard, Suite 700 Arlington, Virginia 22209 (703) 312-6100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ----------------- Thomas W. Rabaut President and Chief Executive Officer United Defense Industries, Inc. 1525 Wilson Boulevard, Suite 700 Arlington, Virginia 22209 (703) 312-6100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------------- Copies to: <TABLE> <S> <C> Scott C. Herlihy, Esq. Jeremy W. Dickens, Esq. Latham & Watkins Weil, Gotshal & Manges LLP 555 Eleventh Street, N.W., Suite 1000 767 Fifth Avenue Washington, DC 20004 New York, New York 10153 (202) 637-2200 (212) 310-8000 </TABLE> ----------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document for the same offering. [_] If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ----------------- CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- <TABLE> <CAPTION> Title of each Class of Number of Securities to be Proposed Offering Proposed Maximum Amount of Securities to be Registered Registered(a) Price per Share(b) Aggregate Offering Price(a)(b) Registration Fee(c) ----------------------------- -------------------------- ------------------ ------------------------------ ------------------- <S> <C> <C> <C> <C> Common stock, $0.01 par value 24,265,000 shares $20.00 $485,300,000 $121,325 ------------------------------------------------------------------------------------------------------------------------------- </TABLE> -------------------------------------------------------------------------------- (a)Including shares of common stock which may be purchased by the underwriters to cover over-allotments, if any. (b)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) promulgated under the Securities Act of 1933. (c)$75,000 of the registration fee was paid by wire transfer on October 22, 2001. ----------------- The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated November 30, 2001. 21,100,000 Shares [GRAPHIC] United Defense UNITED DEFENSE INDUSTRIES, INC. Common Stock This is our initial public offering of common stock. We are offering 9,250,000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document shares and the selling stockholders identified in this prospectus are offering 11,850,000 shares. No public market currently exists for our shares. We will not receive any proceeds from the sale of shares offered by the selling stockholders. We have applied to list our common stock on the New York Stock Exchange. We currently estimate that the initial public offering price will be between $18.00 and $20.00 per share. Investing in the shares involves risks. See "Risk Factors" beginning on page 8. <TABLE> <CAPTION> Per Share Total --------- ----- <S> <C> <C> Public Offering Price...................... $ $ Underwriting Discounts and Commissions..... $ $ Proceeds to United Defense Industries, Inc. $ $ Proceeds to Selling Stockholders........... $ $ </TABLE> The selling stockholders have granted the underwriters a 30-day option to purchase up to 3,165,000 additional shares of common stock on the same terms and conditions set forth above solely to cover over-allotments, if any. Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Lehman Brothers and Goldman, Sachs & Co., on behalf of the underwriters, expect to deliver the shares on or about , 2001. LEHMAN BROTHERS GOLDMAN, SACHS & CO. ----------------- MERRILL LYNCH & CO. ----------------- CREDIT SUISSE FIRST BOSTON Prospectus dated , 2001 DESCRIPTION OF INSIDE FRONT COVER: The black, red and white United Defense logo is positioned in the middle right side of the front cover page. Below the logo is a photograph of two individuals working in a virtual development environment. Above the logo and spanning the width of the page is a one-inch strip of photographs depicting the Crusader, the Bradley Fighting Vehicle, the HERCULES, a future naval vessel utilizing the Advanced Gun System, and the Vertical Launch System, respectively. DESCRIPTION OF INSIDE GATEFOLD: The inside gatefold consists of a collage of our products. The bottom left of the gatefold depicts an individual manning an Advanced Crew Station. Above this graphic are additional photographs illustrating our current products, products in development, and some of our future design concepts including; the Linebacker, the M109A6 Paladin, the M7 Bradley Fire Support Vehicle, a Universal Carrier, the M2A3 Bradley, an Assault Amphibious Vehicle, the Mobile Tactical Vehicle Light, the M8 Armored Gun System, a vehicle with hybrid electric drive, the HERCULES, and a computer- generated depiction of a future combat system. The right side of the inside gatefold depicts the Mk 13 Guided Missile Launch System, the Mk 25 Quad Pack Canister, the Mk 45 Mod 4 Naval Gun, the Mk 41 Vertical Launch System, a Bonus munition, a future naval vessel utilizing the Advanced Gun System, and a picture of two individuals at work in a virtual simulation integration laboratory. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> Available Information.................... i Prospectus Summary....................... 1 Risk Factors............................. 8 Forward-Looking Statements..............