-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mp7eTb9dcX8Qx5Wg2CRgX1dCYnKO2B7r532kHpMNWbPuzTLvo/D7J8QMz4OCub7k swAzkj7ikKa0Z/+Dr969PQ== 0000902664-07-001884.txt : 20070521 0000902664-07-001884.hdr.sgml : 20070521 20070521165059 ACCESSION NUMBER: 0000902664-07-001884 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INDUSTRIAL CORP /DE/ CENTRAL INDEX KEY: 0000101271 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 952081809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-16127 FILM NUMBER: 07868416 BUSINESS ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410) 628-3500 MAIL ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centaurus Capital LP CENTRAL INDEX KEY: 0001297966 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11 STANHOPE GATE CITY: LONDON STATE: X0 ZIP: W1K 1AN BUSINESS PHONE: 020 7479 5020 MAIL ADDRESS: STREET 1: 11 STANHOPE GATE CITY: LONDON STATE: X0 ZIP: W1K 1AN SC 13G 1 form13g.txt UNITED INDUSTRIAL CORPORATION - SC13G - 4/2/07 SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) United Industrial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) V93768105 (CUSIP Number) April 2, 2007 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 9 Pages) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. V93768105 13G Page 2 of 9 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Centaurus Capital LP - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 511,500 OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 511,500 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 511,500 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. V93768105 13G Page 3 of 9 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Centaurus Capital Limited - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 511,500 OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 511,500 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 511,500 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. V93768105 13G Page 4 of 9 Pages Item 1(a). Name of Issuer: The name of the issuer is United Industrial Corporation (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at 124 Industry Lane, Hunt Valley, Maryland 21030. Item 2(a). Name of Person Filing: This statement is filed by: (i) Centaurus Capital LP, a United Kingdom limited partnership ("Centaurus"), which serves as investment manager to Centaurus Alpha Master Fund Limited ("CAM") and certain managed accounts, with respect to the shares of Common Stock directly owned by CAM and the managed accounts; and (ii) Centaurus Capital Limited, a corporation organized under the laws of the United Kingdom ("CCL"), which serves as the general partner to Centaurus, with respect to the shares of Common Stock directly owned by CAM and the managed accounts. Centaurus and CCL are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the business office of each of the Reporting Persons is 33 Cavendish Square, London, W1G 0PW, England. Item 2(c). Citizenship: Centaurus is a limited partnership organized under the laws of the United Kingdom. CCL is a corporation organized under the laws of the United Kingdom. Item 2(d). Title of Class of Securities: Common Stock, par value $1.00 per share (the "Common Stock") Item 2(e). CUSIP Number: V93768105 CUSIP No. V93768105 13G Page 5 of 9 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 13d-1(c), check this box: [x] CUSIP No. V93768105 13G Page 6 of 9 Pages Item 4. Ownership. A. Centaurus Capital LP. (a) Amount beneficially owned: 511,500 (b) Percent of class: 4.9%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 10,512,579 shares of Common Stock outstanding on May 2, 2007, as reflected in the Company's Form 10-Q for the quarterly period ended March 31, 2007 filed on May 9, 2007. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 511,500 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 511,500 B. Centaurus Capital Limited (a) Amount beneficially owned: 511,500 (b) Percent of class: 4.9% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 511,500 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 511,500 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See Item 2. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. V93768105 13G Page 7 of 9 Pages Item 10. Certification. Each of the Reporting Persons hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. V93768105 13G Page 8 of 9 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: May 21, 2007 /s/ PAUL LEARY ---------------------------------- Paul Leary, as director of Centaurus Capital Limited, for itself and as the general partner of Centaurus Capital LP CUSIP No. V93768105 13G Page 9 of 9 Pages JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. Dated as of May 21, 2007 /s/ PAUL LEARY ---------------------------------- Paul Leary, as director of Centaurus Capital Limited, for itself and as the general partner of Centaurus Capital LP -----END PRIVACY-ENHANCED MESSAGE-----