Post-Effective Amendment No. 3 to Form S-3
 
As Filed with the Securities and Exchange Commission on  June 24, 2005
Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (Registration No. 333-105550)
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
 
 
Post-Effective Amendment No. 3
To Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
 
 
UNITED DEFENSE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation or organization)
 
52-2059782
(I.R.S. Employer Identification No.)
 
1525 Wilson Boulevard, Suite 700,
Arlington, Virginia, 22209-2411
(Address of Principal Executive Offices)
_____________________
 
(For Co-Registrants, please see “Table of Co-Registrants” on the following page)
_____________________
 
Thomas W. Rabaut
President and Chief Executive Officer
United Defense Industries, Inc.
1525 Wilson Boulevard, Suite 700,
Arlington, Virginia, 22209-2411
(703) 312-6100
(Name, address and telephone number, including area code, of agent for service)
 
Copy to:
Sheila C. Cheston
Senior Vice President, General Counsel and Secretary
BAE Systems, Inc.
1601 Research Boulevard
Rockville, Maryland 20850
(301) 838-6000
 
 
 
 

 


 
TABLE OF CO-REGISTRANTS 
 
 
 
 
 
 
   
State or Other
  
IRS Employer Identification
Name
  
Jurisdiction of Formation
  
Number
         
Barnes & Reinecke, Inc. 
 
Delaware
 
36-2056606
Marepcon Financial Corporation
 
Virginia
 
54-1351598
Norfolk Shipbuilding & Drydock Corporation
 
Virginia
 
54-0321390
San Francisco Drydock, Inc. 
 
California
 
94-3168698
Southwest Marine, Inc. 
 
California
 
95-3055463
UDLP Holdings Corp. 
 
Delaware
 
52-2059780
UDLP International, Inc. 
 
Delaware
 
54-1739650
UDLP Overseas Limited
 
Delaware
 
54-1923831
United Defense, L.P. 
 
Delaware
 
54-1693796
United Defense (UK), Inc. 
 
Delaware
 
27-0031778
United States Marine Repair, Inc. 
 
Delaware
 
52-2065604

 
2
 

Deregistration of Securities
 
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended, United Defense Industries, Inc. (the “Company”) hereby withdraws from registration under this Post-Effective Amendment No. 3 any and all debt securities, shares of Preferred Stock, par value $0.01 per share, shares of Common Stock, par value $0.01 per share, debt and equity warrants and guarantees of debt securities of the Company (the “Securities”) originally registered under the Registration Statement on Form S-3 (File No. 333-105550) which have not been issued. Following the merger of the Company with Ute Acquisition Company Inc., a wholly owned subsidiary of BAE Systems, Inc. (formally known as BAE SYSTEMS North America Inc.), such Securities will not be issued or sold.
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
UNITED DEFENSE INDUSTRIES, INC.
 
By:
 
*
Name: Thomas W. Rabaut
    Title:   President and Chief Executive Officer
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
        Title
Date
 
 
*
 
President and Chief Executive Officer
 
June 24, 2005
Name: Thomas W. Rabaut
 
(Principal Executive Officer)
 
  
 
*
 
Vice President and Chief Financial Officer
 
June 24, 2005
Name: Francis Raborn
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 /s/ Mark H. Ronald
 
Director
 
June 24, 2005
Name: Mark H. Ronald
 
    

 
3


 /s/ Sheila C. Cheston
 
Director
 
June 24, 2005
Name: Sheila C. Cheston
 
    


*By:
        /s/ David V. Kolovat__________
       Name: David V. Kolovat          
     Attorney-in-fact
 

 
4
 
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
BARNES & REINECKE, INC.
 
By:
                              *                                  
  Name: Michael J. Flynn
      Title: Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                  Title
Date
 
 
*
 
Chief Executive Officer
 
June 24, 2005
Name: Michael J. Flynn
 
(Principal Executive Officer)
 
  
 
*
 
Chief Financial Officer
   June 24, 2005
 
Name: Adeliza M. De Guzman
 
(Principal Financial Officer and Principal
Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: Scott E. Leitch
 
    
 
*
 
Director
 
June 24, 2005
Name: David A. Napoliello
 
    
 
*
 
Director
 
June 24, 2005
Name: R. Mark Manion
 
    
 

*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 


5

Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
MAREPCON FINANCIAL CORPORATION
 
By:
                              *                                  
Name: Alexander J. Krekich
Title: President
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                  Title
Date
 
 
*
 
President and Director
 
June 24, 2005
Name: Alexander J. Krekich
 
(Principal Executive Officer)
 
  
 
*
 
Treasurer
 
June 24, 2005
Name: Daniel P. Cotter
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: Francis Raborn
 
    
 
*
 
Director
 
June 24, 2005
Name: David V. Kolovat
 
    
 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 

 
6

Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
NORFOLK SHIPBUILDING & DRYDOCK CORPORATION
 
By:
                              *                                  
   Name: Thomas W. Epley
       Title: President
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                        Title
Date
 
 
*
 
President
 
June 24, 2005
Name: Thomas W. Epley
 
(Principal Executive Officer)
 
  
 
*
 
Treasurer and Vice President
    June 24, 2005
Name: Daniel P. Cotter
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: Francis Raborn
 
    
 
*
 
Director
 
June 24, 2005
Name: David V. Kolovat
 
    
 
*
 
Director
 
June 24, 2005
Name: Alexander J. Krekich
 
    
 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
         Attorney-in-fact
 


 
7


Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
SAN FRANCISCO DRYDOCK, INC.
 
By:
                              *                                  
Name: Joseph V. O’Rourke
Title: President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                          Title
 
Date
 
 
*
 
President and Chief Executive Officer
 
June 24, 2005
Name: Joseph V. O’Rourke
 
(Principal Executive Officer)
 
  
 
*
 
Chief Financial Officer
 
June 24, 2005
Name: Daniel P. Cotter
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: Francis Raborn
 
    
 
*
 
Director
 
June 24, 2005
Name: David V. Kolovat
 
    
 
*
 
Director
 
June 24, 2005
Name: Alexander J. Krekich
 
    

*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
         Attorney-in-fact
 

 
 
8
 

Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
SOUTHWEST MARINE, INC.
 
By:
                              *                                  
Name: Monty W. Dickinson
Title: President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                            Title
Date
 
 
*
 
President and Chief Executive Officer
 
June 24, 2005
Name: Monty W. Dickinson
 
(Principal Executive Officer)
 
  
 
*
 
Chief Financial Officer
 
June 24, 2005
Name: Daniel P. Cotter
 
(Principal Financial Officer and Principal
Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: Francis Raborn
 
    
 
*
 
Director
 
June 24, 2005
Name: David V. Kolovat
 
    
 
*
 
Director
 
June 24, 2005
Name: Alexander J. Krekich
 
    
 
 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 

 
9

Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
UDLP HOLDINGS CORP.
 
By:
                              *                                  
Name: Thomas W. Rabaut
Title: Chief Executive Officer 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                              Title
Date
 
 
*
 
Chief Executive Officer and Director
 
June 24, 2005
Name: Thomas W. Rabaut
 
(Principal Executive Officer)
 
  
 
*
 
Chief Financial Officer and Director
 
June 24, 2005
Name: Francis Raborn
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: David V. Kolovat
 
    
 

 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 
 
 
10

 

Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia on the 24th day of June, 2005.
 
UDLP INTERNATIONAL, INC.
 
By:
                              *                                  
Name: Thomas W. Rabaut
Title: President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                              Title
Date
 
 
*
 
President, Chief Executive Officer
and Chairman of the Board of Directors
 
June 24, 2005
Name: Thomas W. Rabaut
 
(Principal Executive Officer)
 
  
 
*
 
Vice President, Chief Financial Officer and Director
 
June 24, 2005
Name: Francis Raborn
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: David V. Kolovat
 
    
 
 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 

 
11


Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
UDLP OVERSEAS LIMITED
 
By:
                              *                                  
Name: Thomas W. Rabaut
Title: President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                         Title
Date
 
 
*
 
President, Chief Executive Officer and
Chairman of the Board of Directors
 
June 24, 2005
Name: Thomas W. Rabaut
 
(Principal Executive Officer)
 
  
 
*
 
Vice President, Chief Financial Officer and Director
 
   June 24, 2005
Name: Francis Raborn
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: David V. Kolovat
 
    

 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 
 
 
12


Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
UNITED DEFENSE, L.P.
 
By:
                              *                                  
Name: Thomas W. Rabaut
Title: Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                        Title
Date
 
 
*
 
Chief Executive Officer and Director of
UDLP Holdings Corp., the general partner of the registrant
 
June 24, 2005
Name: Thomas W. Rabaut
 
(Principal Executive Officer)
 
  
 
*
 
Chief Financial Officer and Director of
UDLP Holdings Corp., the general partner of the registrant
 
June 24, 2005
Name: Francis Raborn
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director of UDLP Holdings Corp., the general partner of the registrant
 
June 24, 2005
Name: David V. Kolovat
 
    
 

 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 
 
 
 
13
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
UNITED DEFENSE (UK), INC.
 
By:
                              *                                  
Name: Elmer L. Doty
Title: President
         
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
                                                  Title
Date
 
 
*
 
President
 
June 24, 2005
Name: Elmer L. Doty
 
(Principal Executive Officer)
 
  
 
*
 
Vice President, Treasurer and Director
 
June 24, 2005
Name: R. Mark Manion
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: Dennis A. Wagner
 
    
 
*
 
Director
 
June 24, 2005
Name: David A. Napoliello
 
    
 
 
*By:
        /s/ David V. Kolovat    
      Name:  David V. Kolovat       
       Attorney-in-fact
 

 
14
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, United Defense Industries, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-105550) to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 24th day of June, 2005.
 
UNITED STATES MARINE REPAIR, INC.
 
By:
                              *                                  
Name: Alexander J. Krekich
Title: Chief Executive Officer
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-105550) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
 
                                    Title
 
Date
 
 
*
 
Chief Executive Officer and Director
 
June 24, 2005
Name: Alexander J. Krekich
 
(Principal Executive Officer)
 
  
 
*
 
Chief Financial Officer and Treasurer
 
June 24, 2005
Name: Daniel P. Cotter
 
(Principal Financial Officer and Principal Accounting Officer)
 
  
 
*
 
Director
 
June 24, 2005
Name: Thomas W. Rabaut
 
    
 
*
 
Director
 
June 24, 2005
Name: Francis Raborn
 
    
 
 
*By:
        /s/ David V. Kolovat    
      Name: David V. Kolovat       
       Attorney-in-fact
 

 

 
15