UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~December 18, to2007 Date ~~Section~~of 13Report ~~or 15~~(d) date of ~~the~~earliest ~~Securities~~event ~~Exchange Act of 1934~~reported)

Date of Report (Date of earliest event reported): May 31, 2007

UNITED INDUSTRIAL CORPORATION

(Exact name of ~~registrant~~Registrant as specified in its charter)

DELAWARE	1-4252	95-2081809
Delaware	1-4252	95-2081809
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
of incorporation)	File Number)	Identification No.)
incorporation)		Identification Number)
124 INDUSTRY LANE, HUNT VALLEY, MD		21030
(Address of principal executive offices)		(Zip Code)

124 Industry Lane Hunt Valley, Maryland 21030 (~~410)~~Address ~~628-3500~~of principal executive offices, including zip code)

(410) 628-3500 (Registrant’s 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 ~~(see General Instruction A.2. below)~~:

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-~~4(c~~4c))

~~Item~~Introductory ~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Note

On ~~May 31~~October 7, 2007, United Industrial Corporation (the “~~Closing Date~~Company”), ~~United~~Textron ~~Industrial~~Inc. ~~Corporation~~ (“~~UIC~~Textron”) ~~together~~and ~~with~~Marco ~~AAI~~Acquisition ~~Corporation~~Sub Inc., aan ~~Maryland~~indirect ~~corporation and a~~ wholly owned subsidiary of ~~UIC~~ Textron (“~~AAI”~~Merger ~~and together with UIC, the “Borrowers~~Sub”), entered into ana ~~Amended~~merger ~~and Restated~~agreement ~~Revolving Credit Agreement dated as of the Closing Date~~ (the “~~Credit~~ Merger Agreement”), whereby ~~with~~Merger ~~SunTrust~~Sub ~~Bank,~~would asmerge ~~administrative~~with ~~agent~~and into the Company (the “~~Administrative Agent~~Merger”), ~~SunTrust Robinson Humphrey, a division of SunTrust Capital~~with ~~Markets,~~the ~~Inc.,~~Company assurviving ~~joint~~the ~~lead~~Merger ~~arranger and sole book manager, Citibank, N.A.,~~ as ~~joint~~ ~~lead~~an ~~arranger,~~indirect ~~KeyBank~~wholly ~~National~~owned ~~Association~~subsidiary ~~and PNC Bank, National Association as co-documentation agents, Citibank, N.A. and JPMorgan Chase Bank, N.A. as co-syndication agents, and a syndicate~~ of ~~lenders named therein, which~~ ~~provided~~Textron ~~for a revolving credit facility~~ (inclusive of a swingline subfacility and a letter of credit subfacility) in an aggregate committed amount of $200,000,000. The Credit Agreement also provides for potential additional commitment amounts for revolving loans in the ~~maximum~~ ~~amount not to exceed $100,000,000 (~~“~~Additional~~Surviving ~~Commitment Amounts~~Corporation”). ~~Any additional revolving loans borrowed~~ ~~thereunder~~On ~~are~~December 18, ~~subject to the satisfaction of certain conditions precedent by the Borrowers and further agreement between the Borrowers and the participating lenders~~2007, ~~which may be additional lenders not party to~~ the ~~Credit~~Merger ~~Agreement~~was ~~on the Closing Date~~completed.

The description ~~revolving~~of ~~credit~~the ~~facility~~Merger ~~expires~~Agreement oncontained ~~May~~in ~~31, 2012~~this Current Report on Form 8-K (including the ~~“Revolving~~description ~~Commitment~~of ~~Termination~~the ~~Date”). If~~consideration ~~the~~payable ~~Borrowers~~in ~~borrow~~connection ~~additional~~with ~~revolving~~the ~~loans~~Merger) ~~under~~is ~~the~~qualified ~~Additional~~in ~~Commitment~~its ~~Amounts,~~entirety ~~the~~by ~~maturity~~reference ~~date~~to ofthe ~~any~~Merger ~~such~~Agreement, a ~~additional~~copy ~~revolving~~of ~~loans~~which ~~shall~~was ~~also~~filed beas Exhibit 2.1 to the ~~Revolving~~Current ~~Commitment~~Report ~~Termination~~on Form 8-K ~~Date~~filed by the Company on October 9, 2007.

~~Each~~Item of2.04 ~~the~~Triggering ~~credit~~Events ~~facilities~~That isAccelerate ~~guaranteed~~or byIncrease each direct and indirect domestic and material subsidiary of the Borrowers (such subsidiaries, except for AAI, being collectively known as the “Subsidiary Loan Parties”) and secured by (i) substantially all the personal property of the Borrowers and the Subsidiary Loan Parties (collectively known as the “Loan Parties”), and (ii) a ~~pledge~~Direct ofFinancial ~~all~~Obligation ~~equity~~or ~~interests~~an ofObligation ~~the~~under ~~subsidiaries~~an ~~of each~~Off-Balance ofSheet ~~the Loan Parties (except for a pledge of equity interests in any foreign subsidiary of a Loan Party which pledge is not to exceed 65% of the equity interests thereof)~~Arrangement.

~~The~~In ~~proceeds~~connection with ofthe ~~all~~consummation ~~loans~~of ~~will~~the beMerger, ~~used~~on ~~first~~December 19, to2007, the Company ~~refinance~~issued ~~indebtedness~~a ~~existing~~notice onto holders of the ~~Closing~~Company’s ~~Date~~3.75% ~~and~~Convertible ~~owing~~Senior toNotes due 2024 (the ~~existing lenders~~“Notes”), ~~under~~notifying ~~the~~such ~~existing~~holders ~~credit~~of ~~agreement~~(i) certain ~~dated~~conversion rights asand ofthe ~~July~~procedures ~~18,~~to ~~2005~~exercise such conversion rights, as(ii) the ~~amended~~amount ~~through~~of the ~~Closing~~make-whole ~~Date,~~premium ~~among~~that ~~AAI,~~will asbe ~~borrower,~~payable ~~UIC,~~to asholders ~~parent,~~of the Notes ~~Administrative~~in ~~Agent~~certain circumstances, ~~SunTrust~~(iii) the ~~Capital~~occurrence ~~Markets,~~of ~~Inc.~~certain repurchase events under the Indenture, dated as ~~arranger~~of ~~and~~September 15, ~~book manager~~2004, ~~KeyBank~~among ~~National~~the Company, ~~Association~~AAI Corporation and ~~PNC~~U.S. Bank, National Association, as ~~co-documentation~~ ~~agents~~Trustee, ~~Citibank,~~as supplemented ~~F.S.B.,~~by asthe ~~syndication~~Supplemental ~~agent~~Indenture, ~~and~~dated aas ~~syndicate~~ of ~~lenders named therein~~November 14, 2007, and tothe ~~pay~~procedures ~~related~~to ~~fees~~exercise ~~and~~repurchase ~~expenses,~~rights and ~~next,~~(iv) the toCompany’s ~~finance~~election ato ~~share~~satisfy ~~repurchase~~all ~~program of UIC~~conversion, ~~working~~repurchase ~~capital~~and ~~needs,~~any ~~permitted~~make-whole ~~acquisitions, capital~~premium ~~expenditures~~obligations ~~and~~in ~~for~~cash ~~other~~(the ~~general~~“Notice”). Holders of ~~corporate~~Notes ~~purposes~~should ofread carefully the ~~Borrowers~~Notice, ~~and their~~as ~~subsidiaries. All~~it ~~letters~~contains ofimportant information ~~credit~~as ~~issued~~to ~~under~~ the ~~letter~~procedures ofand ~~credit~~timing ~~subfacility~~for ~~will~~the beexercise ~~used~~of ~~for~~such ~~general corporate purposes~~rights.

~~Revolving~~The ~~loans~~foregoing ~~under~~description of the ~~Credit~~Notice ~~Agreement~~does ~~will~~not ~~bear interest~~purport ~~at a margin rate of (a) 0.00%~~ to ~~0.25%~~be ~~above~~complete aand ~~certain~~this ~~base~~description ~~rate,~~is orqualified ~~(b)~~in ~~0.75%~~its toentirety ~~1.25%~~by ~~above~~reference ~~the Eurodollar rate, such margins subject~~ to the ~~achievement~~ offull ~~certain~~text ~~levels~~ of ~~a leverage ratio by UIC and its subsidiaries, as reported pursuant to quarterly pricing certificates. Swingline loans under~~ the ~~Credit Agreement will bear interest~~Notice, ~~at UIC’s request, (~~a) atcopy ~~the~~of ~~rate~~which is filed as ~~offered~~Exhibit 99.1 byto ~~the swingline~~this ~~lender~~report and ~~accepted~~is byincorporated ~~UIC,~~herein ~~or (b) a certain base rate plus the~~by ~~applicable margin then in effect~~reference.

~~The~~Item ~~Credit~~3.01 ~~Agreement~~Notice ~~includes, among other terms and conditions, limitations on the ability~~ of ~~each~~Delisting ofor ~~the~~Failure ~~Borrowers and the other Loan Parties~~ to~~: create,~~ ~~incur,~~Satisfy assume or be liable for indebtedness (other than certain intercompany indebtedness); create, incur or allow certain types of liens on any owned property; or make investments (other than certain types of investments); provided, that in each such case there shall be no restrictions (other than those certain types of liens) if after giving effect thereto a ~~default~~Continued orListing ~~event~~Rule of default would not occur and be continuing under the Credit Agreement; dispose of assets except for certain assets in the ordinary course of business (other than certain intercompany transfers); acquire, merge or ~~consolidate with or into another person or entity (subject to certain exceptions)~~Standard; orTransfer ~~pay dividends or make distributions (subject to certain limitations). In addition, the Credit Agreement provides for certain events~~ of default such as nonpayment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, default on indebtedness held by third parties and the occurrence of a change of controlListing.

~~The~~In connection ~~Credit~~with ~~Agreement~~the ~~also~~consummation ~~contains~~of athe ~~requirement~~Merger, the Company notified the NYSE ~~that~~Euronext, Inc. ~~UIC~~(the ~~and~~“NYSE”) ~~its~~on ~~subsidiaries~~December 18, ~~during~~2007 ~~such~~that ~~time~~each outstanding asshare aof ~~lender~~the ~~has~~Company’s acommon ~~commitment~~stock, par value $1.00 per share (the ~~thereunder~~“Common Stock”), other than shares owned by Textron, Merger Sub or any subsidiary ~~obligations~~of ~~remain~~Textron ~~unpaid~~ or ~~outstanding~~Merger (Sub, was canceled and converted into the right to receive $81.00 per share in cash, without interest and subject to ~~certain~~reduction ~~exceptions),~~for ~~comply~~any ~~with~~applicable withholding taxes (ithe “Merger Consideration”), aand requested ~~maximum~~that ~~leverage~~the ~~ratio~~NYSE file with the Securities and ~~(ii)~~Exchange aCommission ~~minimum~~an application ~~fixed~~on Form 25 to report that the Common Stock is no longer listed ~~charge~~on ~~coverage~~the ~~ratio~~NYSE. In connection with the completion of the Merger, trading of the Common Stock on the NYSE ceased as of the close of trading on Tuesday, December 18, 2007.

InItem ~~addition,~~3.02 ~~each~~Unregistered ofSales ~~the Subsidiary Loan Parties has executed an Amended and Restated Subsidiary Guaranty Agreement dated as~~ of ~~the Closing~~Equity Date (the “Subsidiary Guaranty Agreement”), for the benefit of the secured creditors described therein, under which each such Subsidiary Loan Party, on a joint and several basis with the other Subsidiary Loan Parties, unconditionally guarantees all obligations of the Borrowers under the Credit Agreement and the related credit documents.Securities

~~The~~On ~~Loan Parties~~December 18, ~~each as a pledgor~~ 2007, ~~have~~Merger ~~executed and~~Sub ~~delivered~~exercised toits ~~the~~top ~~Administrative~~up ~~Agent~~option, anprovided ~~Amended~~for ~~and~~in ~~Restated Borrower~~Section 1.4 ~~Pledge Agreement dated as~~ of the ~~Closing~~Merger ~~Date (the “Pledge~~ Agreement”), ~~for~~ ~~the~~to ~~benefit~~purchase ofdirectly from the ~~secured~~Company ~~creditors described therein~~1,989,000 ~~under~~shares of ~~which~~Common ~~each pledgor~~Stock ~~has~~(the ~~pledged~~“Top ~~all~~Up ~~equity~~Shares”) ~~interests~~at ~~held~~a inpurchase ~~each~~price of ~~its~~$81.00 ~~direct subsidiaries~~per ~~(except~~share. After ~~for~~exercise ~~certain foreign subsidiaries~~ of ~~which~~the ~~only~~top ~~65%~~up ofoption, Merger ~~their~~Sub ~~equity~~was ~~interests~~able ~~were~~to ~~pledged~~effect ~~thereunder)~~the toMerger ~~secure~~as ~~all~~a ~~obligations~~short-form ~~of the~~merger ~~Borrowers~~without ~~under~~ the ~~Credit~~need ~~Agreement~~for ~~and~~a meeting ~~the~~of ~~related~~Company ~~credit documents~~stockholders.

The Top ~~Loan~~Up ~~Parties,~~Shares ~~each~~were asoffered ~~a grantor, have executed~~ and ~~delivered~~sold to ~~the~~Merger ~~Administrative~~Sub ~~Agent,~~in anreliance ~~Amended~~upon ~~and Restated Security~~exemptions ~~Agreement~~from ~~dated~~registration aspursuant ofto ~~the Closing Date~~ Section 4(~~the “Security Agreement”~~2), under ~~for~~ the ~~benefit~~Securities ~~of the secured creditors described therein, under which each~~Act ~~grantor has granted a security interest in substantially all~~ of ~~its personal property~~1933, ~~including~~as but not limited to equipment, inventory, accounts, general intangibles, intellectual property and deposit accounts, in order to secure the obligations of the Borrowers under the Credit Agreement and the related credit documentsamended.

This description of the Credit Agreement, the Subsidiary Guaranty Agreement, the Pledge Agreement and the Security Agreement, are qualified in their entirety by reference to the Credit Agreement, the Subsidiary Guaranty Agreement, the Pledge Agreement and the Security Agreement, which are filed as Exhibits 10.1, 10.2~~, 10.3 and 10.4, respectively to this Report.~~

Item 93.~~01.~~03 ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

~~(d) Exhibits~~In connection with the consummation of the Merger, each outstanding share of Common Stock other than shares owned by Textron, Merger Sub or any subsidiary of Textron or Merger Sub, was canceled and converted into the right to receive the Merger Consideration. See also Items 2.04 and 3.01 above.

10.1		Amended and Restated Revolving Credit Agreement dated as of May 31, 2007, by and among United Industrial Corporation and AAI Corporation, and SunTrust Bank, as administrative agent, SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as joint lead arranger and sole book manager, Citibank, N.A., as joint lead arranger, KeyBank National Association and PNC Bank, National Association as co-documentation agents, Citibank, N.A. and JPMorgan Chase Bank, N.A. as co-syndication agents, and a syndicate of lenders named therein.
10.2		Amended and Restated Subsidiary Guaranty Agreement dated as of May 31, 2007, by and among each of the guarantors named therein, the borrowers, and SunTrust Bank, as administrative agent.
10.3		Amended and Restated Borrower Pledge Agreement dated as of May 31, 2007, made by each of the pledgors named therein in favor of SunTrust Bank, as administrative agent.
10.4		Amended and Restated Security Agreement dated as of May31, 2007, made by each of the grantors named therein in favor of SunTrust Bank, as administrative agent.
99.1		Press Release dated June 4, 2007.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~SIGNATURES~~At the effective time of the Merger (the “Effective Time”), the Company’s Certificate of Incorporation was amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time (except that (i) the name of the surviving corporation set forth therein is “United Industrial Corporation” and (ii) pursuant to the Merger Agreement, the provisions with respect to indemnification and advancement of expenses have been amended with respect to acts or omissions existing or occurring at or prior to the Effective Time), and such amended and restated certificate of incorporation became the Certificate of Incorporation of the Surviving Corporation.

~~Pursuant~~At to the ~~requirements~~Effective ofTime, the ~~Securities~~Bylaws ~~Exchange Act~~ of ~~1934~~Merger Sub, as ~~amended~~in effect immediately prior to the Effective Time, became the ~~registrant~~Bylaws of the Surviving Corporation (except that, pursuant ~~has~~to ~~duly~~the ~~caused~~Merger ~~this~~Agreement, ~~Report~~certain provisions with respect to beindemnification ~~signed~~and advancement onof ~~its~~expenses ~~behalf~~have bybeen ~~the~~amended ~~undersigned~~with respect to acts or omissions ~~thereunto~~existing ~~duly~~or ~~authorized~~occurring at or prior to the Effective Time).

~~United~~Item ~~Industrial Corporation By: /s/ James H~~8.01 ~~Perry~~Certain ~~James H. Perry Chief Financial Officer, Controller and Vice President~~Events

~~Date:~~On December ~~June~~18, 2007, 4Textron issued a press release announcing the completion of the Merger, ~~2007~~a copy of which is attached as Exhibit 99.2 hereto and incorporated by reference herein.

~~EXHIBIT~~Item ~~INDEX~~9.01 Financial Statements and Exhibits.

10.1		Amended and Restated Revolving Credit Agreement dated as of May 31, 2007, by and among United Industrial Corporation and AAI Corporation, and SunTrust Bank, as administrative agent, SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as joint lead arranger and sole book manager, Citibank, N.A., as joint lead arranger, KeyBank National Association and PNC Bank, National Association as co-documentation agents, Citibank, N.A. and JPMorgan Chase Bank, N.A. as co-syndication agents, and a syndicate of lenders named therein.
10.2		Amended and Restated Subsidiary Guaranty Agreement dated as of May 31, 2007, by and among each of the guarantors named therein, the borrowers, and SunTrust Bank, as administrative agent.
10.3		Amended and Restated Borrower Pledge Agreement dated as of May 31, 2007, made by each of the pledgors named therein in favor of SunTrust Bank, as administrative agent.
10.4		Amended and Restated Security Agreement dated as of May 31, 2007, made by each of the grantors named therein in favor of SunTrust Bank, as administrative agent.
99.1		Press Release dated June 4, 2007.

(d) Exhibits.

Exhibit No		Description

99.1		Notice dated December 19, 2007 to Holders of 3.75% Convertible Senior Notes due 2024.

99.2		Press Release issued by Textron Inc. on December 18, 2007.

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.

	UNITED INDUSTRIAL CORPORATION

Date: December 19, 2007	By:	/s/ Frederick M. Strader
		Name: Frederick M. Strader
		Title: Chief Executive Officer and President

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